Exhibit 10.18
First Amendment to Loan Agreement with Texas Commerce Bank National Association
FIRST AMENDMENT TO LOAN AGREEMENT
This FIRST AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT"), dated as of
August 16, 1996, is among SONIC CORP., a Delaware corporation (the "BORROWER"),
each of the banks or other lending institutions which is or may from time to
time become a signatory or party to the Agreement (hereinafter defined) or any
successor or permitted assignee thereof (each a "BANK" and collectively, the
"BANKS"), and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking
association ("TCB"), as agent for itself and the other Banks and as issuer of
Letters of Credit under the Agreement (in such capacity, together with its
successors in such capacity, the "AGENT").
RECITALS:
A. Borrower, Agent and Banks have entered into that certain Loan
Agreement dated as of July 12, 1995 (the "AGREEMENT").
B. Pursuant to the Agreement, the undersigned guarantors (each a
"GUARANTOR" and, collectively, the "GUARANTORS") executed those certain Guaranty
Agreements dated as of July 12, 1995 (each a "GUARANTY" and collectively, the
"GUARANTIES"), which guarantee to Agent the payment and performance of the
Obligations (as defined in the Agreement).
C. Borrower, Agent and Banks now desire to amend the Agreement (i) to
increase the commitments of the Banks to $60,000,000 in the aggregate, (ii) to
reduce the interest rate margins applicable to Eurodollar Advances, (iii) to
modify certain covenants, and (iii) as otherwise provided herein.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.
ARTICLE II
AMENDMENTS
Section 2.1 BANKS. Concurrently herewith, Bank of Oklahoma, N.A.
("BOK") is assigning to UMB Oklahoma Bank ("UMB") all of BOK's rights and
obligations under the Agreement and the other Loan Documents pursuant to that
certain Assignment and Acceptance of even date herewith between BOK as Assignor
and UMB as Assignee. Thereafter, one or more Banks shall make offsetting
payments to the other Banks as requested by the Agent in order to cause the
outstanding principal balance of each Bank's Note to correspond to its
Commitment as amended herein.
Section 2.2 AMENDMENT TO COMMITMENTS. Effective as of the date hereof,
the Commitment amounts set forth on the signature pages to the Agreement are
hereby amended to be the amounts set forth below for the respective Banks:
Texas Commerce Bank National Association $ 22,500,000
UMB Oklahoma Bank 11,250,000
Bank IV Oklahoma, N.A. 11,250,000
BancFirst 7,500,000
Summit Bank 7,500,000
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TOTAL $ 60,000,000
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Section 2.3 AMENDMENT TO DEFINITION OF APPLICABLE PERCENTAGE. Effective
as of the date hereof, the table appearing in the definition of "APPLICABLE
PERCENTAGE" set forth in Section 1.1 of the Agreement is hereby amended to read
in its entirety as follows:
RATIO OF CONSOLIDATED APPLICABLE MARGIN APPLICABLE APPLICABLE
FUNDED DEBT TO OR EURODOLLAR COMMITMENT LETTER OF
CONSOLIDATED EBITDA ADVANCES FEE CREDIT FEE
------------------- ----------------- ----------- -----------
Less than or equal to .50 to .75% .125% .75%
1.00
Greater than .50 to 1.00 but 1.00% .20% 1.00%
less than or equal to 1.50 to
1.00
Greater than 1.50 to 1.00 1.25% .25% 1.25%
Section 2.4 AMENDMENT TO DEFINITION OF CONSOLIDATED FUNDED DEBT.
Effective as of the date hereof, clause (c) of the definition of "CONSOLIDATED
FUNDED DEBT" set forth in Section 1.1 of the Agreement is hereby amended to read
as follows:
(c) all obligations for the deferred purchase price of property,
including all Seller Financing,
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Section 2.5 AMENDMENT TO DEFINITION OF ENGAGEMENT LETTER. Effective as
of the date hereof, the definition of "ENGAGEMENT LETTER" set forth in
Section 1.1 of the Agreement is hereby amended to read in its entirety as
follows:
"ENGAGEMENT LETTER" means that certain letter agreement dated May
21, 1996, among Borrower, Chase Securities Inc. and TCB.
Section 2.6 AMENDMENT TO DEFINITION OF FIXED CHARGE COVERAGE RATIO.
Effective as of the date hereof, the definition of "FIXED CHARGE COVERAGE RATIO"
set forth in Section 1.1 of the Agreement is hereby amended to read in its
entirety as follows:
"FIXED CHARGE COVERAGE RATIO" means, at the end of each fiscal
quarter of the Borrower for the most recent four (4) fiscal quarters
then ended, the ratio of (a) Consolidated EBITDA minus Income Taxes
paid by the Borrower and the Subsidiaries, TO (b) the sum of the
following for the Borrower and the Subsidiaries on a consolidated
basis: (i) Operating Capital Expenditures, PLUS (ii) cash interest
expense (including the interest portion of Capital Lease Obligations
and Seller Financing), PLUS (iii) scheduled principal payments of
Consolidated Funded Debt (including, without limitation, Capital Lease
Obligations and Seller Financing), PLUS (iv) the aggregate amount of
cash dividends paid, PLUS (v) the aggregate amount paid for
repurchases by the Borrower or any Subsidiary of stock of such Person,
PLUS (vi) the amount equal to one-seventh (1/7) of the aggregate
amount of all Advances outstanding hereunder on the last day of such
fiscal quarter.
Section 2.7 NEW DEFINITIONS. Effective as of the date hereof,
Section 1.1 of the Agreement is hereby amended to add the following definitions
of "L/C SUBLIMIT," "PERMITTED GUARANTEE AMOUNT" and "SELLER FINANCING," which
definitions shall read in their respective entireties as follows:
"L/C SUBLIMIT" means $2,000,000; provided, however, that the L/C
Sublimit may be increased to $12,000,000 at the Borrower's election,
provided that (a) such election is made on or before December 31,
1996, (b) such election is made by written notice to the Agent, and
such notice states the effective date of the increased L/C Sublimit
which shall be a date not later than December 31, 1996, (c) the
aggregate amount of all Guarantees by the Borrower or any Subsidiary
of any Debt or other obligations shall not be in excess of $5,000,000,
and (d) no Event of Default or event or condition which with notice or
lapse of time or both would become an Event of Default is existing on
the date of the election notice or the effective date of the increase
and no such event or condition will result from the increase.
"PERMITTED GUARANTEE AMOUNT" means $12,000,000; provided,
however, that if the L/C Sublimit is increased to $12,000,000 in
accordance with this agreement, the Permitted Guarantee Amount shall
automatically reduce to $5,000,000 effective immediately upon the
effective date of such increase of the L/C Sublimit.
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"SELLER FINANCING" means Debt of the Borrower or any Subsidiary
incurred in connection with the purchase or acquisition of, and
representing the price of, all or any part of the assets of any Person
or any shares or other evidence of beneficial ownership of any Person.
Section 2.8 AMENDMENT TO LETTER OF CREDIT SUBLIMIT. Effective as of the
date hereof, clause (a) of Section 3.1 of the Agreement is hereby amended to
read in its entirety as follows:
"(a) the L/C Sublimit, or"
Section 2.9 AMENDMENT TO REPORTING REQUIREMENTS. Effective as of the
date hereof, subsection (g) of Section 8.1 of the Agreement is hereby amended
to read in its entirety as follows:
(g) GUARANTEES OF DEBT. Promptly, and in any event within five
(5) days after the date on which the Borrower or any of the
Subsidiaries enters into a Guarantee of Debt or of other obligations
in the amount of $500,000 or more, written notice stating such fact
and the nature of such Guarantee; and
Section 2.10 AMENDMENTS TO COVENANT REGARDING DEBT AND CONTINGENT
OBLIGATIONS. Effective as of the date hereof, Section 9.1 of the Agreement is
hereby amended as follows:
(a) the amount "Five Million Dollars ($5,000,000)" appearing in
subsection (d) is amended to read "Ten Million Dollars ($10,000,000)";
(b) subsection (f) is amended to read in its entirety as follows:
(f) unsecured Debt 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 this Agreement, provided that
such Debt shall not exceed Thirty-Five Million Dollars
($35,000,000) in the aggregate at any time outstanding;
(c) subsection (h) is amended to read in its entirety as follows:
(h) Guarantees of Debt and of other obligations, in an
aggregate amount outstanding at any time not to exceed the
Permitted Guarantee Amount.
Section 2.11 AMENDMENT TO LIMITATION ON ACQUISITIONS. Effective as of
the date hereof, the amount "Fifteen Million and No/100 Dollars
($15,000,000.00)" appearing in clause (a) of Section 9.3 of the Agreement is
hereby amended to read "Thirty-Five Million and No/100 Dollars
($35,000,000.00)".
Section 2.12 AMENDMENT TO MINIMUM CONSOLIDATED NET WORTH. Effective as
of the date hereof, Section 10.2 of the Agreement is hereby amended to read in
its entirety as follows:
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Section 10.2. MINIMUM CONSOLIDATED NET WORTH. The Borrower will
not permit the Consolidated Net Worth to be less than the sum of (a)
$103,000,000, PLUS (b) for each fiscal quarter of the Borrower ended
through the date of determination, beginning with the fiscal quarter
ending May 31, 1996, (i) 100% of the positive consolidated net income
of the Borrower and the Subsidiaries for such quarter, MINUS (ii) all
cash dividends declared and paid by the Borrower for such quarter, and
MINUS (iii) the amount of all stock of the Borrower repurchased by the
Borrower during such quarter, PLUS (c) 100% of the Net Proceeds
received by the Borrower from any issuance, sale or other disposition
of any shares of capital stock or other equity securities of the
Borrower of any class (or any securities convertible or exchangeable
for any such shares, or any rights, warrants, or options to subscribe
for or purchase any such shares), but in no event shall the sum of
(a), (b) and (c) above be less than $103,000,000.
Section 2.13 AMENDMENT TO FUNDED DEBT TO EBITDA RATIO. Effective as of
the date hereof, Section 10.4 of the Agreement is hereby amended to read in its
entirety as follows:
Section 10.4. CONSOLIDATED FUNDED DEBT TO CONSOLIDATED EBITDA
RATIO. The Borrower will maintain or cause to be maintained, as of
the end of each quarter of each fiscal year of the Borrower, a ratio
of Consolidated Funded Debt to Consolidated EBITDA of not greater than
2.00 to 1.00 for the most recent four (4) fiscal quarters then ended.
Section 2.14 AMENDMENTS TO COMPLIANCE CERTIFICATE AND LETTER OF CREDIT
REQUEST FORM. Effective as of the date hereof, (a) Exhibit "B-2" to the
Agreement is hereby amended to read in its entirety as set forth on Annex II
hereto, and (b) Exhibit "D" to the Agreement is hereby amended to read in its
entirety as set forth on Annex III hereto.
Section 2.15 AMENDMENT TO LITIGATION SCHEDULE. Effective as of the date
hereof, Schedule 1 to the Agreement is hereby amended to read in its entirety as
set forth on Annex IV hereto.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.1 CONDITIONS. The effectiveness of this Amendment is subject
to the satisfaction of each of the following conditions precedent:
(a) DOCUMENTS. Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form and
substance satisfactory to Agent:
(1) RESOLUTIONS. Resolutions of the Board of Directors of
Borrower and each Guarantor (other than the Partnerships), certified
by the Secretary or an Assistant Secretary of such Person, which
authorize the execution, delivery, and
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performance by such Person of this Amendment and the other Loan
Documents to which such Person is or is to be a party hereunder;
(2) INCUMBENCY CERTIFICATE. A certificate of incumbency
certified by the Secretary or an Assistant Secretary of Borrower and
each Guarantor (other than the Partnerships), respectively, certifying
the names of the officers of such Person authorized to sign this
Amendment and each of the other Loan Documents to which such Person is
or is to be a party hereunder (including the certificates contemplated
herein) together with specimen signatures of such officers;
(3) CERTIFICATES OF INCORPORATION. The certificates of
incorporation of Borrower and each Guarantor which is a corporation,
certified by the Secretary of State of its state of incorporation and
dated within ten (10) days prior to the date hereof;
(4) BYLAWS. The bylaws of Borrower and each Guarantor which is
a corporation, certified by the Secretary or an Assistant Secretary of
such Person;
(5) GOVERNMENTAL CERTIFICATES. (a) Certificates of the
appropriate government officials of the respective states of
incorporation of the Borrower and each Guarantor (other than the
Partnerships) as to the existence and good standing of such Persons,
and (b) with respect to the Borrower, Sonic Restaurants, Inc., Sonic
Service Corp. and Sonic Industries Inc. only, certificates of the
appropriate governmental officials of each state where the nature of
such Person'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
such Person in such state, each dated within ten (10) days prior to
the date hereof;
(6) BUSINESS TRUST DOCUMENTATION. Appropriate organizational
documents and agreements relating to America's Drive-In Trust, as the
Agent may request, all certified to the satisfaction of the Agent;
(7) PARTNERSHIP CERTIFICATE. A certificate of an authorized
officer of Sonic Restaurants, Inc., certifying that (i) each of the
Partnerships has been duly formed and is validly existing, (ii) the
Partnerships have the power and authority to execute, deliver and
perform this Amendment and the other Loan Documents to which they are
a party, and (iii) Sonic Restaurants, Inc. has the power and authority
to execute this Amendment and such Loan Documents on behalf of the
Partnerships, as the managing general partner of each of the
Partnerships, and to thereby bind the Partnerships;
(8) NOTES. Promissory Notes, each in the form of Annex V
hereto, executed by the Borrower and payable to the order of the
respective Banks, each in the amount of the respective Bank's
Commitment, which Promissory Notes shall be in renewal and
modification of the Notes executed at the closing of the Agreement;
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(9) OPINION OF COUNSEL. A favorable opinion of Xxxxxxxx XxXxxx
XxXxxxxxx XxXxx & Xxxxxx, P.C., legal counsel to Borrower and the
Subsidiaries, as to the matters set forth in Annex VI hereto, and such
other matters as Agent may reasonably request; and
(10) ADDITIONAL INFORMATION. Agent shall have received such
additional documents, instruments and information as Agent or its
legal counsel, Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., may request;
(b) ATTORNEYS' FEES AND EXPENSES. The Borrower shall have paid the
costs and expenses (including reasonable attorneys' fees) of the Agent,
incurred in connection with the preparation, negotiation, execution and
closing of this Amendment;
(c) REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained herein and in all other Loan Documents, as amended
hereby, shall be true and correct as of the date hereof as if made on the
date hereof;
(d) NO DEFAULT. No Event of Default shall have occurred and be
continuing and no event or condition shall have occurred that with the
giving of notice or lapse of time or both would be an Event of Default.
(e) ADJUSTMENT OF PRINCIPAL BALANCES. One or more Banks shall have
made offsetting payments to the other Banks as requested by the Agent in
order to cause the outstanding principal balance of each Bank's Note to
correspond to its Commitment as amended herein.
(f) CORPORATE MATTERS. All corporate proceedings taken in connection
with the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be satisfactory
to Agent and its legal counsel, Xxxxxxxx Xxxxxxxx & Xxxxxx P.C.
ARTICLE IV
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
Section 4.1 RATIFICATIONS. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement are ratified and confirmed
and shall continue in full force and effect. Borrower, Agent and the Banks
agree that the Agreement as amended hereby shall continue to be legal, valid,
binding and enforceable in accordance with its terms.
Section 4.2 OUTSTANDING PRINCIPAL BALANCES. The parties hereto
acknowledge that the aggregate outstanding principal balance of the Advances as
of the date hereof is $4,000,000 and that the outstanding principal amount of
Advances held by each Bank is specified below:
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BANK OUTSTANDING ADVANCES
Texas Commerce Bank National Association $ 1,500,000
UMB Oklahoma Bank 750,000
Bank IV Oklahoma, N.A. 750,000
BancFirst 500,000
Summit Bank 500,000
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TOTAL $ 4,000,000
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--------------
Section 4.3 RELEASE OF CLAIMS. The Borrower and the Guarantors each
hereby acknowledge and agree that none of them has any and there are no claims
or offsets against or defenses or counterclaims to the terms and provisions of
or the obligations of the Borrower, any Guarantor or any Subsidiary created or
evidenced by the Agreement or any of the other Loan Documents, and to the extent
any such claims, offsets, defenses or counterclaims exist, the Borrower and the
Guarantors each hereby waive, and hereby release the Agent and each of the Banks
from, any and all claims, offsets, defenses and counterclaims, whether known or
unknown, such waiver and release being with full knowledge and understanding of
the circumstances and effects of such waiver and release and after having
consulted legal counsel with respect thereto.
Section 4.4 REPRESENTATIONS AND WARRANTIES. Borrower hereby represents
and warrants to Agent and the Banks that (i) the execution, delivery and
performance of this Amendment and any and all other Loan Documents executed
and/or delivered in connection herewith have been authorized by all requisite
corporate, partnership and trust action on the part of Borrower and the
Guarantors and will not violate the articles of incorporation, bylaws,
partnership agreement or other organizational documents of Borrower or the
Guarantors, (ii) the representations and warranties contained in the Agreement,
as amended hereby, and any other Loan Document are true and correct on and as of
the date hereof as though made on and as of the date hereof, (iii) no Event of
Default has occurred and is continuing and no event or condition has occurred
that with the giving of notice or lapse of time or both would be an Event of
Default, and (iv) Borrower is in full compliance with all covenants and
agreements contained in the Agreement as amended hereby.
ARTICLE V
MISCELLANEOUS
Section 5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Amendment or any other Loan Document
including any Loan Document furnished in connection with this Amendment shall
survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agent or any Bank or any closing shall affect
the representations and warranties or the right of Agent and the Banks to rely
upon them.
Section 5.2 REFERENCE TO AGREEMENT. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Agreement
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as amended hereby, are hereby amended so that any reference in such Loan
Documents to the Agreement shall mean a reference to the Agreement as amended
hereby.
Section 5.3 EXPENSES OF AGENT. As provided in the Agreement, Borrower
agrees to pay on demand all costs and expenses incurred by Agent in connection
with the preparation, negotiation, and execution of this Amendment and the other
Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including without limitation the costs
and fees of Agent's legal counsel.
Section 5.4 SEVERABILITY. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 5.5 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
PERFORMABLE IN DALLAS, DALLAS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 5.6 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
shall inure to the benefit of Borrower, Agent and the Banks and their respective
successors and permitted assigns, except Borrower may not assign or transfer any
of its rights or obligations hereunder without the prior written consent of
Agent.
Section 5.7 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
Section 5.8 EFFECT OF WAIVER. No consent or waiver, express or implied,
by Agent or any Bank to or for any breach of or deviation from any covenant,
condition or duty by Borrower or any Guarantor shall be deemed a consent or
waiver to or of any other breach of the same or any other covenant, condition or
duty.
Section 5.9 HEADINGS. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
Section 5.10 NON-APPLICATION OF CHAPTER 15 OF TEXAS CREDIT CODE. The
provisions of Chapter 15 of the Texas Credit Code (Vernon's Annotated Texas
Statutes, Article 5069-15) are specifically declared by the parties not to be
applicable to this Amendment or any of the Loan Documents or the transactions
contemplated hereby.
Section 5.11 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO REGARDING
THIS AMENDMENT AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND
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UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
Executed as of the date first written above.
BORROWER:
SONIC CORP.
By: /s/ W. Xxxxx XxXxxx
------------------------------------
W. Xxxxx XxXxxx
Treasurer
AGENT AND BANKS:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Agent and as a Bank
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
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Title: Vice President
------------------------------
UMB OKLAHOMA BANK
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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BANK IV OKLAHOMA, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Senior Vice President
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BANCFIRST
By: /s/ E. G. Alexander
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Name: E. G. Alexander
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Title: Senior Vice President
------------------------------
SUMMIT BANK
(formerly UNITED JERSEY BANK)
By: /s/ Arty X. Xxxxxxxx
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Name: Arty X. Xxxxxxxx
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Title: Senior Vice President
------------------------------
Each Guarantor hereby (a) consents and agrees to this Amendment, (b) agrees
that its respective Guaranty shall continue to be the legal, valid and binding
obligation of such Guarantor enforceable against such Guarantor in accordance
with its terms, and (c) represents and warrants that each of the representations
and warranties set forth in this Amendment with regard to each such Guarantor
are true and correct in all respects.
GUARANTORS:
SONIC RESTAURANTS, INC.
By: /s/ W. Xxxxx XxXxxx
------------------------------------
W. Xxxxx XxXxxx
Treasurer
SONIC INDUSTRIES INC.
By: /s/ W. Xxxxx XxXxxx
------------------------------------
W. Xxxxx XxXxxx
Treasurer
AMERICA'S DRIVE-IN CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
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AMERICA'S DRIVE-IN TRUST
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President
EACH OF THE PARTNERSHIPS SPECIFIED ON ANNEX I
HERETO, each an Oklahoma general partnership
By: Sonic Restaurants, Inc.,
Managing General Partner of
each of such partnerships
By: /s/ W. Xxxxx XxXxxx
------------------------------------
W. Xxxxx XxXxxx
Treasurer
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