Exhibit 10.24
FORM OF SERIES A NOTE
SONIC CORP.
6.652% SENIOR NOTE, SERIES A, DUE APRIL 1, 2003
No. _________ Date
$____________ PPN 835451 A* 6
FOR VALUE RECEIVED, the undersigned, SONIC CORP. (herein called the
"COMPANY"), a corporation organized and existing under the laws of the State
of Delaware, hereby promises to pay to ________________, or registered
assigns, the principal sum of ________________ DOLLARS on April 1, 2003, with
interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance thereof at the rate of 6.652% per annum from the
date hereof, payable semiannually, on the first day of April and October in
each year, commencing with the April 1 or October 1 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b)
to the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to
time equal to the greater of (i) 8.652% or (ii) 2% over the rate of interest
publicly announced by The Chase Manhattan Bank from time to time in New York,
New York as its "base" or "prime" rate.
Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of The Chase Manhattan Bank in New York, New
York or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreements
referred to below.
This Note is one of a series of Senior Notes, Series A (herein called
the "SERIES A NOTES") issued pursuant to separate Note Purchase Agreements,
each dated as of April 1, 1998 (as from time to time amended, collectively,
the "NOTE PURCHASE AGREEMENTS"), between the Company and
EXHIBIT 1-A
(to Note Purchase Agreement)
the respective Purchasers named therein and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof,
(i) to have agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreements and (ii) to have made the representation set
forth in Section 6.2 of the Note Purchase Agreements to the extent provided
in Section 13.2 of the Note Purchase Agreements.
This Note is a registered Series A Note and, as provided in the Note
Purchase Agreements, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or such holder's attorney duly
authorized in writing, a new Series A Note for a like principal amount will
be issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.
The payment by the Company of all amounts due with respect to this Note
has been unconditionally guaranteed by the Guarantors (as defined in the Note
Purchase Agreements) pursuant to the Guaranty Agreements.
If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note
Purchase Agreements.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
SONIC CORP.
1-A-106
SONIC CORP.
By /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
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Its Vice President
The foregoing is hereby agreed
to as of the date thereof.
MONY LIFE INSURANCE COMPANY OF AMERICA
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Authorized Agent
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Managing Director
MML BAY STATE LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Investment Officer
CM LIFE INSURANCE COMPANY
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Investment Officer
1-A-107