SC TO-I

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule TO

Tender Offer Statement under Section

14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

SONIC CORP.

(Name of Subject Company (Issuer))

SONIC CORP. (Issuer)

(Name of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.01 Par Value

(Title of Class of Securities)

835451105

(CUSIP Number of Class of Securities)

Ronald L. Matlock

Senior Vice President, General Counsel and Secretary

Sonic Corp.

300 Johnny Bench Drive

Oklahoma City, Oklahoma 73104

Telephone (405) 225-5000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing Persons)

Copy to:

John A. Marzulli, Jr.

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Telephone: (212) 848-4000

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$560,000,000	$	59,920

* Calculated solely for the purpose of determining the amount of the filing fee. This amount is based upon the purchase of 25,454,545 outstanding shares of common stock at the maximum tender offer price of $22.00 per share.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #5 for Fiscal Year 2006 issued by the Securities and Exchange Commission, equals $107.00 per million of the value of the transaction.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:     N/A	Filing Party:     N/A
Form of Registration No.:     N/A	Date Filed:     N/A

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1

x issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

SCHEDULE TO

This Tender Offer Statement on Schedule TO relates to the offer by Sonic Corp., a Delaware corporation (“Sonic” or the “Company”), to purchase up 25,454,545 shares of its common stock, $0.01 par value per share, or such lesser number of shares as is properly tendered and not properly withdrawn, at prices between $19.50 and $22.00 per share, without interest. The tender offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended or supplemented from time to time, constitute the tender offer). The information contained in the Offer to Purchase is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.

Item 1. Summary Term Sheet.

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the issuer is Sonic Corp. The address and telephone number of Sonic Corp. is set forth under Item 3.

(b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in the Offer to Purchase under Section 8 (“Price Range of Shares; Dividends”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

(a) Sonic Corp. is the filing person. The address of Sonic’s principal executive office is 300 Johnny Bench Drive, Oklahoma City, Oklahoma 73104. Sonic’s telephone number is (405) 225-5000. The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 4. Terms of the Transaction.

(a) The following information set forth in the Offer to Purchase is incorporated herein by reference:

• Summary Term Sheet;

• Section 1 (“Number of Shares; Proration”);

• Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”);

• Section 3 (“Procedures for Tendering Shares”);

• Section 4 (“Withdrawal Rights”);

• Section 5 (“Purchase of Shares and Payment of Purchase Price”);

• Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);

• Section 13 (“Certain U.S. Federal Income Tax Consequences”); and

• Section 14 (“Extension of the Tender Offer; Termination; Amendment”).

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(b) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) The information set forth under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a), (b) and (c) The information set forth under Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) in the Offer to Purchase is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a), (b) and (d) The information set forth under Section 9 (“Source and Amount of Funds”) in the Offer to Purchase is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

(a) and (b) The information set forth under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth under Section 15 (“Fees and Expenses”) in the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements.

(a) The information set forth under Section 10 (“Certain Information Concerning Us”) in the Offer to Purchase, the information set forth in Item 8 of the Company’s Annual Report on Form 10-K for the year ended August 31, 2005, and the information set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2006, is incorporated herein by reference.

(b) The information set forth under Section 10 (“Certain Information Concerning Us”) in the Offer to Purchase is incorporated herein by reference.

Item 11. Additional Information.

(a) The information set forth under Section 10 (“Certain Information Concerning Us”), Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and Section 12 (“Legal Matters; Regulatory Approvals”) in the Offer to Purchase is incorporated herein by reference.

(b) The information set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) respectively hereto, as each may be amended or supplemented from time to time, is incorporated herein by reference.

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Item 12. Exhibits.

(a)(1)(i) Offer to Purchase dated August 15, 2006.

(a)(1)(ii) Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).

(a)(1)(iii) Notice of Guaranteed Delivery.

(a)(1)(iv) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 15, 2006.

(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 15, 2006.

(a)(1)(vi) Letter from Nationwide Trust Company, including Letter and Notice of Instructions, to all Participants in the Savings and Profit Sharing Plan of Sonic Corp. dated August 15, 2006.

(a)(1)(vii) Letter from UMB Bank, N.A. to all Participants in the Stock Purchase Plan of Sonic Corp. dated August 15, 2006.

(a)(1)(viii) Notice to Holders of Vested Stock Options dated August 15, 2006.

(a)(1)(ix) Press release dated August 15, 2006.

(a)(2) None.

(a)(3) Not applicable.

(a)(4) Not applicable.

(a)(5)(i) Form of summary advertisement dated August 15, 2006.

(b)(i) Commitment letter dated August 10, 2006, between Sonic Corp. and Bank of America N.A., Banc of America Securities LLC, Lehman Commercial Paper Inc. and Lehman Brothers Inc.

(d)(1) None.

(d)(2) Rights Agreement between Sonic Corp. and Rights Agent, dated as of June 16, 1997, incorporated by reference from Current Report on Form 8-K, dated June 17, 1997.

(d)(3) Amendment No. 1, dated as of January 28, 2003, to the Rights Agreement between Sonic Corp. and UMB Bank, N.A., as successor Rights Agent, incorporated by reference from Current Report on Form 8-K, dated January 29, 2003.

(d)(4) Amendment No. 2, dated as of January 7, 2005, to the Rights Agreement between Sonic Corp. and UMB Bank, N.A., as successor Rights Agent, incorporated by reference from Current Report on Form 8-K, dated January 7, 2005.

(g) Not applicable.

(h) Not applicable.

Item 13. Information Required by Schedule 13E-3

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SONIC CORP.
By:	/S/ RONALD L. MATLOCK
	Name: Ronald L. Matlock Title:   Senior Vice President, General Counsel         and Secretary

Dated: August 15, 2006

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EXHIBIT INDEX

Exhibit Number	Description
(a)(1)(i)	Offer to Purchase dated August 15, 2006.
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(iii)	Notice of Guaranteed Delivery.
(a)(1)(iv)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 15, 2006.
(a)(1)(v)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated August 15, 2006.
(a)(1)(vi)	Letter from Nationwide Trust Company, including Letter and Notice of Instructions, to all Participants in the Savings and Profit Sharing Plan of Sonic Corp. dated August 15, 2006.
(a)(1)(vii)	Letter from UMB Bank, N.A. to all Participants in the Stock Purchase Plan of Sonic Corp. dated August 15, 2006.
(a)(1)(viii)	Notice to Holders of Vested Stock Options dated August 15, 2006.
(a)(1)(ix)	Press release dated August 15, 2006.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Form of summary advertisement dated August 15, 2006.
(b)(i)	Commitment letter dated August 10, 2006, between Sonic Corp. and Bank of America N.A., Banc of America Securities LLC, Lehman Commercial Paper Inc. and Lehman Brothers Inc.
(d)(1)	None.
(d)(2)	Rights Agreement between Sonic Corp. and Rights Agent, dated as of June 16, 1997, incorporated by reference from Current Report on Form 8-K, dated June 17, 1997.
(d)(3)	Amendment No. 1, dated as of January 28, 2003, to the Rights Agreement between Sonic Corp. and UMB Bank, N.A., as successor Rights Agent, incorporated by reference from Current Report on Form 8-K, dated January 29, 2003.
(d)(4)	Amendment No. 2, dated as of January 7, 2005, to the Rights Agreement between Sonic Corp. and UMB Bank, N.A., as successor Rights Agent, incorporated by reference from Current Report on Form 8-K, dated January 7, 2005.
(g)	Not applicable.
(h)	Not applicable.

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EX-99.(A)(1)(I)

Exhibit (a)(1)(i)

Offer to Purchase for Cash

by

SONIC CORP.

of

Up to 25,454,545 Shares of its Common Stock

(including the Associated Rights to Purchase Series A Junior Preferred Stock)

At a Purchase Price of

Not Greater Than $22.00 Nor Less Than $19.50 Per Share

THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM., EASTERN TIME, ON FRIDAY, SEPTEMBER 22, 2006, UNLESS THE TENDER OFFER IS EXTENDED.

Sonic Corp., a Delaware corporation (“Sonic,” the “Company,” “we” or “us”), invites its stockholders to tender up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock (the “rights”) issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A., as successor Rights Agent, for purchase by us at a price not greater than $22.00 nor less than $19.50 per share, without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the tender offer). We will select the lowest purchase price that will allow us to purchase 25,454,545 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. All shares acquired in the tender offer will be acquired at the same purchase price regardless of whether the stockholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price may not be purchased if more than the number of shares we seek are properly tendered. Shares tendered but not purchased in the tender offer will be returned to the tendering stockholders at our expense promptly after the expiration of the tender offer. See Section 1.

Our intent is to purchase up to $560 million of our shares in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, we intend to exercise our right to purchase up to an additional 2%, or 1,708,685, of our outstanding shares without extending the tender offer so that we repurchase up to $560 million of our shares. By way of example, if the purchase price is the minimum purchase price of $19.50 per share, we intend to purchase up to an additional 1,708,685 of our outstanding shares to the extent tendered in the tender offer. We also expressly reserve the right, in our sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1.

THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS, INCLUDING THE RECEIPT OF FINANCING. SEE SECTION 7.

The shares are listed and traded on The Nasdaq National Market (the “Nasdaq”) under the trading symbol “SONC”. On August 11, 2006, the last full trading day before the announcement of the tender offer, the last reported sale price of the shares on the Nasdaq was $19.73 per share. We urge you to obtain current market quotations for the shares before deciding whether to participate in the tender offer. See Section 8.

Our Board of Directors has approved the tender offer. However, neither we nor our Board of Directors nor the Dealer Managers or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the purchase price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which to tender your shares. In so doing, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the tender offer. See Section 2. Our directors and executive officers have advised us that they do not intend to tender any of their shares in the tender offer.

The Dealer Managers for the tender offer are:

Banc of America Securities LLC Lehman Brothers Inc.

Offer to Purchase dated August 15, 2006

IMPORTANT

If you want to tender all or part of your shares, you must do one of the following before the tender offer expires:

• if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your shares for you;

• if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to UMB Bank, N.A., the Depositary for the tender offer;

• if you are an institution participating in The Depository Trust Company, which we call the “Book-Entry Transfer Facility” in this Offer to Purchase, tender your shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase;

• if you are a participant in the Stock Purchase Plan or the Savings and Profit Sharing Plan and you wish to tender any of your shares held in any of those plans, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase and you must review the separate materials related to those plans enclosed with this Offer to Purchase for instructions; or

• if you are a holder of vested options, you may exercise your options in accordance with the plan and tender any of the shares issued upon exercise.

If you want to tender your shares but your certificates for the shares are not immediately available or cannot be delivered to the Depositary within the required time or you cannot comply with the procedure for book-entry transfer, or your other required documents cannot be delivered to the Depositary by the Expiration Date (as defined below) of the tender offer, you may still tender your shares if you comply with the guaranteed delivery procedure described in Section 3 of this Offer to Purchase.

To tender shares properly, other than shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, or shares held in the Savings and Profit Sharing Plan or the Stock Purchase Plan, you must properly complete and duly execute the Letter of Transmittal, including the section relating to the price at which you are tendering your shares.

If you wish to maximize the chance that your shares will be purchased by us, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share.

Questions and requests for assistance may be directed to Georgeson Inc., the Information Agent for the tender offer, or to Banc of America Securities LLC and Lehman Brothers Inc., the Dealer Managers for the tender offer, at their respective addresses and telephone numbers set forth on the back cover page of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent.

We are not making this tender offer to, and will not accept any tendered shares from, stockholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make this tender offer to stockholders in any such jurisdiction.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the tender offer or as to the purchase price or prices at which you may choose to tender your shares. You should rely only on the information contained in this document or in documents incorporated by reference or to which we have referred you. We have not authorized any person to give any information or to make any representations in connection with the tender offer other than those contained in this document or incorporated by reference or in the related Letter of Transmittal.

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TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		1
FORWARD-LOOKING STATEMENTS		7
INTRODUCTION		8
THE TENDER OFFER		10
1.	Number of Shares; Proration	10
2.	Purpose of the Tender Offer; Certain Effects of the Tender Offer	12
3.	Procedures for Tendering Shares	14
4.	Withdrawal Rights	18
5.	Purchase of Shares and Payment of Purchase Price	19
6.	Conditional Tender of Shares	20
7.	Conditions of the Tender Offer	21
8.	Price Range of Shares; Dividends	23
9.	Source and Amount of Funds	23
10.	Certain Information Concerning Us	24
11.	Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares	31
12.	Legal Matters; Regulatory Approvals	32
13.	Certain U.S. Federal Income Tax Consequences	33
14.	Extension of the Tender Offer; Termination; Amendment	36
15.	Fees and Expenses	37
16.	Miscellaneous	38

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SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. It highlights certain material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the tender offer to the same extent described elsewhere in this Offer to Purchase. We urge you to read the entire Offer to Purchase and the related Letter of Transmittal because they contain the full details of the tender offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion.

Who is offering to purchase my shares?

Sonic Corp. is offering to purchase up to 25,454,545 shares of our outstanding common stock.

What will the purchase price for the shares be?

We are conducting the tender offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $19.50 to $22.00 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, we can purchase 25,454,545 shares, or, if a lesser number of shares are tendered, such lesser number of shares as are properly tendered. All shares we purchase will be purchased at the same price, even if you have selected a lower price, but we will not purchase any shares above the purchase price we determine. We will determine the purchase price and pay for tendered shares promptly after the tender offer expires.

What will be the form of payment of the purchase price?

If your shares are purchased in the tender offer, you will be paid the purchase price in cash, without interest, for all your shares that we purchase pursuant to the tender offer. We will pay the purchase price promptly after the expiration of the tender offer period. See Section 1.

How many shares will Sonic purchase?

We will purchase 25,454,545 shares in the tender offer, or, if a lesser number of shares are tendered, such lesser number of shares as are properly tendered and not properly withdrawn. The 25,454,545 shares represent approximately 30% of our outstanding common stock as of July 31, 2006. If more than 25,454,545 shares are tendered, all shares tendered at or below the purchase price will be purchased on a pro rata basis, except for “odd lots” (lots held by owners of less than 100 shares), which will be purchased on a priority basis. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7.

Our intent is to purchase up to $560 million of our shares in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, we intend to exercise our right to purchase up to an additional 2%, or 1,708,685, of our outstanding shares without extending the tender offer so that we repurchase up to $560 million of our shares. By way of example, if the purchase price is the minimum purchase price of $19.50, we intend to purchase up to an additional 1,708,685 of our outstanding shares to the extent tendered in the tender offer. We also expressly reserve the right, in our sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1.

What is the purpose of the tender offer?

After evaluating our current business, financial condition and growth plans, our Board of Directors has determined this transaction will establish a capital structure that is more appropriate for the long term strategy of

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our business. The tender offer is intended to achieve multiple objectives, including establishing a capital structure that is more appropriate for our business, demonstrating our confidence in our company’s growth, maintaining financial flexibility to execute our business plan, providing value to our continuing stockholders and providing an opportunity for our stockholders who wish to receive cash for all or a portion of their shares to do so efficiently.

What are the “associated rights to purchase Series A Junior Preferred Stock”?

Each time we issue a share of common stock, we issue to the holder of the share one Series A Junior Preferred Stock purchase right pursuant to the Rights Agreement, as amended, between the Company and UMB Bank, N.A., as successor Rights Agent, which agreement is incorporated by reference as an exhibit to our Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission in connection with the tender offer. These associated rights to purchase Series A Junior Preferred Shares are not represented by separate certificates. Instead, they are evidenced by certificates of shares of common stock, and they automatically trade with the associated common stock. Unless the context otherwise requires, all references to the shares shall refer to the common stock of the Company and shall include the rights. Unless the rights are redeemed prior to the expiration of the tender offer, a tender of the shares will constitute a tender of the rights.

How will Sonic pay for the shares tendered in the tender offer?

We will use proceeds from borrowings under new senior secured credit facilities to purchase shares tendered in the tender offer, to refinance certain of our existing indebtedness and to pay related fees and expenses. The tender offer is subject to the receipt of the necessary financing. See Section 7 and Section 9.

How long do I have to tender my shares?

You may tender your shares until the tender offer expires. The tender offer will expire on Friday, September 22, 2006, at 5:00 p.m., Eastern time, unless we extend the tender offer. We may choose to extend the tender offer for any reason. We cannot assure you that the tender offer will be extended or, if extended, for how long. See Section 1 and Section 14. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely they have an earlier deadline for accepting the tender offer. We urge you to contact them to find out their deadline.

Can the tender offer be extended, amended or terminated, and under what circumstances?

We can extend or amend the tender offer in our sole discretion. If we extend the tender offer, we will delay the acceptance of any shares that have been tendered. We can terminate the tender offer under certain circumstances. See Section 7 and Section 14.

How will I be notified the tender offer is extended or if the terms of the tender offer are amended?

We will issue a press release no later than 9:00 a.m., Eastern time, on the business day after the previously scheduled expiration date if we decide to extend the tender offer. We will announce any amendment to the tender offer by making a public announcement of the amendment. See Section 14.

Are there any conditions to the tender offer?

Yes. Our obligation to accept and pay for your tendered shares depends on a number of conditions, including:

• No legal action shall have been threatened, pending or taken that challenges or relates to the tender offer or materially and adversely affects our business, condition (financial or otherwise), assets, income, operations or prospects or otherwise materially impairs the contemplated future conduct of our business or our ability to purchase up to 25,454,545 shares in the tender offer.

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• No general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred.

• No changes in the general political, market, economic or financial conditions in the United States or abroad that could adversely affect our business, condition (financial or otherwise), income, operations or prospects or otherwise materially impairs the contemplated future conduct of our business shall have occurred.

• No commencement or escalation of war, armed hostilities or other international or national calamity, including, but not limited to, an act of terrorism, shall have occurred.

• No decrease of more than 10% in the market price for the shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on August 11, 2006 shall have occurred.

• No person shall have made a tender or exchange offer for our shares (other than this tender offer), nor shall we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, business combination or other similar transaction, other than in the ordinary course of business.

• No person (including certain groups) shall acquire, or propose to acquire, beneficial ownership of more than 5% of our outstanding common stock other than as publicly disclosed in a filing with the Securities and Exchange Commission (the “SEC”) prior to August 15, 2006. No person or group which has made such a filing prior to August 15, 2006 shall acquire, or propose to acquire, an additional 2% or more of our outstanding common stock. In addition, no new group shall have been formed that beneficially owns more than 5% of our outstanding common stock.

• No material adverse change in our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, shall have occurred or been threatened.

• We are unable, prior to the expiration of the tender offer, to obtain financing pursuant to the terms and conditions contained in the commitment letter described in Section 9, that will be sufficient to purchase shares tendered pursuant to the tender offer, refinance certain of our existing indebtedness and pay related fees and expenses.

The tender offer is subject to a number of other conditions described in greater detail in Section 7.

Following the tender offer, will Sonic continue as a public company?

The completion of the tender offer in accordance with its conditions will not cause Sonic to be delisted from the Nasdaq or to stop being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Section 2.

How do I tender my shares?

To tender your shares, prior to 5:00 p.m., Eastern time, on Friday, September 22, 2006, unless the offer is extended:

• you must deliver your share certificate(s) (unless you plan to cause the shares to be delivered by book entry transfer to the Depositary’s account at The Depository Trust Company) and a properly completed and duly executed Letter of Transmittal to U.M.B. Bank, N.A., the Depositary, at the address appearing on the back cover page of this Offer to Purchase;

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• the Depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed Letter of Transmittal or an agent’s message, in the case of a book-entry transfer and any other documents required by the Letter of Transmittal; or

• you must comply with the guaranteed delivery procedure outlined in Section 3.

If you wish to maximize the chance that your shares will be purchased by us, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in your shares being purchased at the minimum price of $19.50 per share and have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share. You may also contact the Information Agent or the Dealer Managers or your broker for assistance. See Section 1, Section 3 and the instructions to the Letter of Transmittal.

How do participants in the Sonic Corp. Stock Purchase Plan or Savings and Profit Sharing Plan participate in the tender offer?

Participants in our Stock Purchase Plan or Savings and Profit Sharing Plan may not use the Letter of Transmittal to direct the tender of their shares in those plans but instead must follow the separate instructions related to those shares. If you are a participant in our Savings and Profit Sharing Plan and wish to have the trustee of the plan tender some or all shares held in the plan, you must complete, execute and return to the trustee the separate election form included in the notice sent to participants. If you are a participant in our Stock Purchase Plan and wish to have the agent for the plan tender some or all shares held in the plan, you must complete, execute and return to the agent the separate election form included in the notice sent to the participants. Participants are urged to read the separate election forms and related materials carefully. See Section 3.

How do holders of vested stock options for shares participate in the tender offer?

If you hold vested but unexercised options, you may exercise such options in accordance with the terms of the applicable stock option plans and tender the shares received upon such exercise in accordance with this tender offer. See Instruction 14 of the Letter of Transmittal.

Can I change my mind after I have tendered shares in the tender offer?

Yes. You may withdraw any shares you have tendered at any time before the expiration of the tender offer, which will occur at 5:00 p.m., Eastern time, on Friday, September 22, 2006, unless we extend it. You may withdraw any shares held in the Stock Purchase Plan or Savings and Profit Sharing Plan you have tendered at any time before two days prior to the expiration of the tender offer, which will be 5:00 p.m., Eastern time, Wednesday, September 20, 2006, unless we extend the tender offer. If we have not accepted for payment the shares you have tendered to us, you may also withdraw your shares after 12:00 midnight, Eastern time, on Thursday, October 12, 2006. See Section 4.

How do I withdraw shares I previously tendered?

You must deliver on a timely basis a written or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover page of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of such shares. Some additional requirements apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. Participants in the Stock Purchase Plan or Savings and Profit Sharing Plan who wish to withdraw their shares must follow the instructions found in the “Letter to Participants in the Sonic Corp. Stock Purchase Plan” or the

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“Letter to Participants in the Sonic Corp. Savings and Profit Sharing Plan,” as applicable, sent to them separately. See Section 4.

In what order will you purchase the tendered shares?

We will purchase shares:

• first, from all stockholders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the expiration of the tender offer;

• second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by us and do not properly withdraw them before the expiration of the tender offer; and

• third, only if necessary to permit us to purchase 25,454,545 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) from holders who have tendered shares conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have properly tendered all of their shares and not properly withdrawn them before the expiration of the tender offer. See Section 6.

Therefore, we may not purchase all of the shares that you tender even if you tender them at or below the purchase price. See Section 1.

Has Sonic or its Board of Directors adopted a position on the tender offer?

Our Board of Directors has approved the tender offer. However, neither we nor our Board of Directors nor the Dealer Managers or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the purchase price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which your shares should be tendered. In doing so, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal.

Will Sonic’s directors and officers tender shares in the tender offer?

Our directors and executive officers have advised us that they do not intend to tender any shares in the tender offer. See Section 11.

If I decide not to tender, how will the tender offer affect my shares?

Stockholders who choose not to tender will own a greater percentage interest in our outstanding common stock following the consummation of the tender offer.

When and how will Sonic pay for the shares I tender?

We will pay the purchase price, without interest, for the shares we purchase promptly after the expiration of the tender offer and the acceptance of the shares for payment. We will pay for the shares accepted for purchase by depositing the aggregate purchase price with the Depositary promptly after the expiration of the tender offer. The Depositary will act as your agent and will transmit to you the payment for all of your shares accepted for payment. See Section 5.

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What is the recent market price for the shares?

On August 11, 2006, the last full trading day before announcement of the tender offer, the last reported sale price per share on the Nasdaq was $19.73 per share. We urge you to obtain current market quotations for the shares. See Section 8.

Will I have to pay brokerage fees and commissions if I tender my shares?

If you are a holder of record of your shares or hold your shares through the Stock Purchase Plan or Savings and Profit Sharing Plan or hold vested options which may be exercised for shares through the Stock Option Plans or Directors Stock Option Plans and you tender your shares directly to the Depositary, you will not incur any brokerage fees or commissions. If you hold your shares through a broker, bank or other nominee and your broker tenders shares on your behalf, your broker may charge you a fee for doing so. We urge you to consult your broker or nominee to determine whether any charges will apply. See Section 5.

What are the U.S. federal income tax consequences if I tender my shares?

The receipt of cash for your tendered shares generally will be treated for U.S. federal income tax purposes either as (1) a sale or exchange eligible for capital gain or loss treatment or (2) a dividend. See Section 13. Special tax consequences may apply with respect to shares tendered through our Stock Purchase Plan or Savings and Profit Sharing Plan and with respect to shares acquired upon exercise of incentive stock options. We recommend that you consult with your tax advisor with respect to your particular situation.

Will I have to pay stock transfer tax if I tender my shares?

If you instruct the Depositary in the Letter of Transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See Section 5.

Who can I talk to if I have questions?

The Information Agent and the Dealer Managers can help answer your questions. The Information Agent is Georgeson Inc., and the Dealer Managers are Banc of America Securities LLC and Lehman Brothers Inc. Their contact information is set forth on the back cover page of this Offer to Purchase. Participants in the Savings and Profit Sharing Plan and the Stock Purchase Plan who have questions relating to either plan should contact the relevant party set forth in the documentation relating to such plan sent separately to plan participants.

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FORWARD-LOOKING STATEMENTS

This Offer to Purchase, the documents incorporated by reference and the documents to which we refer you contain various “forward-looking statements” that represent our expectations or beliefs concerning future events, including the following: any statements regarding the financing of the tender offer, any statements regarding future sales or expenses, any statements regarding the continuation of historical trends, and any statements regarding the sufficiency of our working capital and cash generated from operating and financing activities for our future liquidity and capital resource needs. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements. We caution that the following important economic and competitive factors, among others, could cause the actual results to differ materially from those in the forward-looking statements made in this Offer to Purchase and from time to time in news releases, reports, proxy statements, registration statements, and other written or electronic communication, as well as verbal forward-looking statements made from time to time by our representatives. Factors that may cause actual results to differ materially from forward-looking statements include, without limitation, risks of the restaurant industry, including risks of and publicity surrounding food-borne illnesses, a highly competitive industry and the impact of changes in consumer spending patterns, consumer tastes, local, regional, and national economic conditions, weather, demographic trends, traffic patterns, employee availability, increases in utility costs, and cost increases or shortages in raw food products. In addition, the opening and success of new drive-ins will depend on various factors, including the cost of construction, weather, strikes, the availability of suitable sites for new drive-ins, the negotiation of acceptable lease or purchase terms for new locations, local permitting and regulatory compliance, our ability to manage expansion and hire and train personnel, the financial viability of our franchisees, particularly multi-unit operators, and general economic and business conditions. Accordingly, such forward-looking statements do not purport to be predictions of future events or circumstances and may not be realized. For these reasons, you should not place undue reliance on forward-looking statements. We undertake no obligation to publicly update or revise them. Please refer to our Annual Report on Form 10-K for the year ended August 31, 2005, as well as our other filings with the SEC, for a more detailed discussion of these risks and uncertainties and other factors.

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INTRODUCTION

To the Holders of our Common Stock:

Sonic Corp, a Delaware corporation (“Sonic,” the “Company,” “we” or “us”), invites its stockholders to tender shares of its common stock, $0.01 par value per share, for purchase by us. Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal, we are offering to purchase up to 25,454,545 shares at a price not greater than $22.00 nor less than $19.50 per share, without interest.

The tender offer will expire at 5:00 p.m, Eastern time, on Friday, September 22, 2006, unless extended (such date and time, as the same may be extended, the “Expiration Date”). We may, in our sole discretion, extend the period of time in which the tender offer will remain open.

We will select the lowest purchase price that will allow us to buy 25,454,545 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. All shares acquired in the tender offer will be acquired at the same purchase price regardless of whether the stockholder tendered at a lower price. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, all of the shares tendered at or below the purchase price may not be purchased if more than the number of shares we seek are properly tendered. Shares not purchased in the tender offer will be returned to the tendering stockholders at our expense promptly after the expiration of the tender offer. See Section 1.

Our intent is to purchase up to $560 million of our shares in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, we intend to exercise our right to purchase up to an additional 2%, or 1,708,685, of our outstanding shares without extending the tender offer so that we repurchase up to $560 million of our shares. By way of example, if the purchase price is the minimum purchase price of $19.50 per share, we intend to purchase up to an additional 1,708,685 of our outstanding shares to the extent tendered in the tender offer. Such a purchase of additional shares will not require us to extend the tender offer. We also expressly reserve the right, in our sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1.

Stockholders must complete the section of the Letter of Transmittal relating to the price at which they are tendering shares in order to properly tender shares.

The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions, including the receipt of financing. See Section 7.

Our Board of Directors has approved the tender offer. However, neither we nor our Board of Directors nor the Dealer Managers or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your shares or as to the purchase price or purchase prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which to tender your shares. In so doing, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal, including our reasons for making the tender offer. See Section 2. Our directors and executive officers have advised us that they do not intend to tender any of their shares in the tender offer.

If, at the Expiration Date more than 25,454,545 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares:

• first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the purchase price selected by us;

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• second, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by us, other than stockholders who tender conditionally and whose conditions are not satisfied; and

• third, only if necessary to permit us to purchase 25,454,545 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) from holders who have tendered shares subject to the condition that a specified minimum number of the holder’s shares be purchased if any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) at or below the purchase price by random lot, to the extent feasible.

Therefore, we may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures.

We will pay the purchase price, without interest, for all shares purchased. Tendering stockholders who hold shares registered in their own name and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 9 of the related Letter of Transmittal, stock transfer taxes on our purchase of shares pursuant to the tender offer. Stockholders holding shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult such nominees to determine whether transaction costs apply. Also, any tendering stockholder or other payee who fails to complete, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal (or such other Internal Revenue Service (“IRS”) form as may be applicable) may be subject to U.S. federal income tax backup withholding of 28% of the gross proceeds paid to the tendering stockholder or other payee pursuant to the tender offer, unless such holder establishes that such holder is within the class of persons that is exempt from backup withholding. See Section 3. Also see Section 13 regarding certain U.S. federal income tax consequences of the tender offer.

Participants in our Stock Purchase Plan or Savings and Profit Sharing Plan may not use the Letter of Transmittal to direct the tender of their shares in those plans but instead must follow the separate instructions related to those shares. Stockholders who are participants in our Savings and Profit Sharing Plan may instruct the trustee of the plan, as set forth in the “Letter to Participants in Sonic Corp. Savings and Profit Sharing Plan,” to tender some or all of the shares attributed to the participant’s account. Stockholders who are participants in our Stock Purchase Plan may instruct the agent for their plan, as set forth in the “Letter to Participants in Sonic Corp. Stock Purchase Plan” to tender some or all of the shares held in the Stock Purchase Plan. If the trustee or agent for the related plan has not received a participant’s instructions at least two business days prior to the Expiration Date of the tender offer, the trustee or agent may not tender any shares held on behalf of that participant.

As of July 31, 2006, we had issued and outstanding 85,434,257 shares. The 25,454,545 shares that we are offering to purchase represent approximately 30% of the shares then outstanding. The shares are listed and traded on the Nasdaq. On August 11, 2006, the last full day of trading prior to announcement of the tender offer, the last reported sale price of the shares on the Nasdaq was $19.73 per share. See Section 8. We urge you to obtain current market quotations for the shares.

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THE TENDER OFFER

1. Number of Shares; Proration.

General. Upon the terms and subject to the conditions of the tender offer, we will purchase 25,454,545 shares of our common stock, or, if a lesser number of shares are tendered, such lesser number of shares as are properly tendered and not properly withdrawn in accordance with Section 4, before the Expiration Date of the tender offer at prices not greater than $22.00 nor less than $19.50 per share, without interest.

See Section 14 for a description of our right to extend, delay, terminate or amend the tender offer. Our intent is to purchase up to $560 million of our shares in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, we intend to exercise our right to purchase up to an additional 2%, or 1,708,685, of our outstanding shares without extending the tender offer so that we repurchase up to $560 million of our shares. By way of example, if the purchase price is the minimum purchase price of $19.50 per share, we intend to purchase up to an additional 1,708,685 of our outstanding shares to the extent tendered in the tender offer. Such a purchase of additional shares will not require us to extend the tender offer. We also expressly reserve the right, in our sole discretion, to purchase additional shares subject to applicable legal requirements.

If the tender offer is over-subscribed as described below, shares tendered at or below the purchase price will be subject to proration. The proration period and withdrawal rights expire on the Expiration Date.

If we

• increase the price to be paid for shares above $22.00 per share or decrease the price to be paid for shares below $19.50 per share,

• increase the number of shares being sought in the tender offer and such increase in the number of shares being sought exceeds 2% of our outstanding shares, or

• decrease the number of shares being sought, and

the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that announcement of any such increase or decrease is first published, sent or given in the manner specified in Section 14, the tender offer will be extended until the expiration of such period of ten business days. A “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern time.

The tender offer is not conditioned on the tender of any minimum number of shares being tendered. The tender offer is, however, subject to other conditions, including the receipt of financing. See Section 7.

In accordance with Instruction 5 of the Letter of Transmittal, stockholders desiring to tender shares must specify the price or prices, not greater than $22.00 nor less than $19.50 per share, at which they are willing to sell their shares to us in the tender offer. Alternatively, stockholders desiring to tender shares can choose to not specify a price and, instead, specify that they will sell their shares at the purchase price ultimately paid for shares properly tendered in the tender offer. If tendering stockholders wish to maximize the chance that their shares will be purchased, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in the tendered shares being purchased at the minimum price of $19.50 per share and have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share.

Promptly following the Expiration Date, we will, in our sole discretion, determine the single purchase price that we will pay for shares properly tendered and not properly withdrawn, taking into account the number of

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shares tendered and the prices specified by tendering stockholders. We will select the lowest purchase price, not greater than $22.00 nor less than $19.50 per share, without interest, that will enable us to purchase 25,454,545 shares, or such lesser number of shares as are properly tendered, pursuant to the tender offer. Shares properly tendered pursuant to the tender offer at or below the purchase price and not properly withdrawn will be purchased at the purchase price, upon the terms and subject to the conditions of the tender offer, including the proration provisions.

All shares tendered and not purchased pursuant to the tender offer, including shares tendered at prices in excess of the purchase price and shares not purchased because of proration and conditional tender provisions, will be returned to the tendering stockholders or, in the case of shares delivered by book-entry transfer, credited to the account at the Book-Entry Transfer Facility from which the transfer had previously been made or, in the case of shares delivered by the trustee for the Savings and Profit Sharing Plan or the agent for the Stock Purchase Plan, credited to the participant’s stockholder’s account, at our expense promptly following the Expiration Date. By following the instructions in the Letter of Transmittal, stockholders can specify one minimum price for a specified portion of their shares and a different minimum price for other specified shares, but a separate Letter of Transmittal must be submitted for the shares tendered at each price. Stockholders can also specify the order in which the specified portions will be purchased in the event that, as a result of the proration provisions or otherwise, some but not all of the tendered shares are purchased pursuant to the tender offer.

If the number of shares properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Date is less than or equal to 25,454,545 shares, or such greater number of shares as we may elect to purchase, subject to applicable law, we will, upon the terms and subject to the conditions of the tender offer, purchase all shares so tendered at the purchase price.

Priority of Purchases. Upon the terms and subject to the conditions of the tender offer, if more than 25,454,545 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) have been properly tendered and not properly withdrawn at prices at or below the purchase price selected by us, we will purchase properly tendered shares on the following basis:

• first, we will purchase all shares tendered by all holders of “odd lots” (as defined below) who:

(1) tender all shares owned beneficially or of record at a price at or below the purchase price selected by us (partial tenders will not qualify for this preference); and

(2) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

• second, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price selected by us on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below.

• third, only if necessary to permit us to purchase 25,454,545 shares (or such greater number of shares as we may elect to purchase, subject to applicable law), shares conditionally tendered (for which the condition was not initially satisfied) at or below the purchase price selected by us, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

Therefore, all of the shares that a stockholder tenders in the tender offer may not be purchased even if they are tendered at prices at or below the purchase price. It is also possible that none of the shares conditionally tendered will be purchased even though those shares were tendered at prices at or below the purchase price.

Odd Lots. The term “odd lots” means all shares tendered at prices at or below the purchase price selected by us by any person who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the odd lot preference, an odd lot holder must tender all shares owned in accordance with the

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procedures described in Section 3. Odd lots will be accepted for payment before any proration of the purchase of other tendered shares. Any odd lot holder wishing to tender all of the stockholder’s shares pursuant to the tender offer must complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

Proration. If proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each stockholder tendering shares will be based on the ratio of the number of shares properly tendered and not properly withdrawn by such stockholder to the total number of shares properly tendered and not properly withdrawn by all stockholders at or below the purchase price. Because of the difficulty in determining the number of shares properly tendered and not properly withdrawn, including shares tendered by guaranteed delivery procedures, as described in Section 3, we do not expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the tender offer until five to seven business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. Stockholders may obtain preliminary proration information from the Information Agent or the Dealer Managers and may be able to obtain such information from their brokers.

As described in Section 13, the number of shares that we will purchase from a stockholder pursuant to the tender offer may have U.S. federal income tax consequences to that stockholder and, therefore, may be relevant to a stockholder’s decision whether or not to tender shares.

This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of shares and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2. Purpose of the Tender Offer; Certain Effects of the Tender Offer.

Purpose of the Tender Offer. After evaluating our current business, financial condition and growth plans, our Board of Directors has determined this transaction will establish a capital structure that is more appropriate for the long term strategy of our business. The Board of Directors further determined that this should be effected by a repurchase of our shares through a tender offer.

The tender offer is intended to achieve a number of objectives, including the following:

• Establish a more appropriate capital structure. By accessing the debt markets and thereby increasing our financial leverage under favorable conditions in interest rates, we are able to return value to stockholders, while at the same time, increasing the return on the capital that remains invested in our business. We believe this creates a more appropriate capital structure for our business.

• Demonstrate confidence in our company’s growth. We are optimistic about the prospects for our business. This capital restructuring is a demonstration of that confidence. The success of our national advertising program, more rapid expansion into new markets and related incremental franchisee development could provide our company with increased rates of growth in the future.

• Provide value for continuing stockholders. Stockholders who wish to achieve a greater percentage ownership in our company will be able to do so by not tendering their shares and thus will have a greater stake in our future results, opportunities and risks.

• Provide value to stockholders who wish to sell. A significant repurchase is an efficient way to return value to stockholders who wish to receive cash for all or a portion of their shares.

• Maintain financial flexibility to execute our business plan. While we are significantly increasing our debt and our financial leverage, we believe that we will maintain sufficient financial flexibility to

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execute our business plan. We believe that, after giving effect to the tender offer (including the related borrowings), our cash on hand, cash flow from operations and borrowing capacity should be more than sufficient to meet our operational needs, including funding internal growth initiatives and pursuing franchise acquisitions and other opportunities that might arise.

This tender offer is consistent with our history of returning capital through share repurchases as a means of increasing stockholder value. Our share repurchase program was first publicly announced in April 1997. Since the beginning of fiscal 2005 through July 31, 2006, we have repurchased approximately 6.9 million shares through our share repurchase program, for an aggregate purchase price of $131.7 million. We view this tender offer as an acceleration of our share buybacks for the next five years.

Certain Effects of the Tender Offer. The tender offer will reduce the number of shares that might otherwise trade publicly and is likely to reduce the number of our stockholders. These reductions may reduce the volume of trading in our shares and may result in lower stock prices and reduced liquidity in the trading of our shares following completion of the tender offer. As of July 31, 2006, we had issued and outstanding 85,434,257 shares. The 25,454,545 shares that we are offering to purchase pursuant to the tender offer represent approximately 30% of the shares outstanding as of that date. Stockholders may be able to sell non-tendered shares in the future on the Nasdaq or otherwise, at a price higher or lower than the purchase price in the tender offer. We can give no assurance, however, as to the price at which a stockholder may be able to sell such shares in the future.

Based on the published guidelines of the Nasdaq and the conditions of the tender offer, our purchase of 25,454,545 shares pursuant to the tender offer will not result in delisting of the remaining shares on the Nasdaq. In addition, the shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our stockholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of our stockholders. We believe that our purchase of shares pursuant to the tender offer will not result in the shares becoming eligible for deregistration under the Exchange Act. The tender offer is conditioned upon our having determined that the consummation of the tender offer will not cause the shares to be delisted from the Nasdaq or eligible for deregistration under the Exchange Act.

Upon the completion of the tender offer, non-tendering stockholders will realize a proportionate increase in their relative ownership interest in the Company. In particular, the tender offer would increase the proportional holdings of our directors and executive officers and of certain significant stockholders if they determine not to tender any of their shares in the tender offer.

Shares we acquire pursuant to the tender offer will be held in treasury and will be available for us to issue without further stockholder action (except as required by applicable law) for purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations existing under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors.

We may, in the future, decide to purchase shares. Any such purchases may be on the same terms as, or on terms which are more or less favorable to stockholders than, the terms of the tender offer. Rule 13e-4 under the Exchange Act, however, prohibits us and our affiliates from purchasing any shares, other than pursuant to the tender offer, until at least ten business days after the Expiration Date.

The shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit on the collateral of the shares. We believe that, following the repurchase of shares pursuant to the tender offer, the shares will continue to be margin securities for purposes of the Federal Reserve Board’s margin regulations.

We will borrow a significant amount to pay for the tendered shares, to refinance certain of our existing indebtedness and to pay related fees and expenses. Depending on the number of shares tendered, our borrowings under our new senior secured credit facilities could be up to $700 million, leaving a portion of the facilities available for future borrowing.

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Except as otherwise disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to or would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries;

• any purchase, sale or transfer of a material amount of our or any of our subsidiaries’ assets;

• any material change in our present dividend rate or policy, our indebtedness or our capitalization;

• any change in our present Board of Directors or management, including but not limited to any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the Board of Directors or to change any material term of the employment contract of any executive officer;

• any other material change in our corporate structure or business;

• our equity securities ceasing to be authorized to be quoted on the Nasdaq;

• any class of our equity securities becoming eligible for termination of registration under Section 12(g) of the Exchange Act;

• the suspension of our obligation to file reports under the Exchange Act;

• the acquisition or disposition by any person of additional securities of us, or the disposition of our securities other than purchases pursuant to outstanding options to purchase shares granted to certain employees (including directors and officers); or

• any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us.

Notwithstanding the foregoing, we reserve the right to change our plans and intentions at any time, as we deem appropriate.

3. Procedures for Tendering Shares.

Proper Tender of Shares. For shares to be tendered properly pursuant to the tender offer:

• the certificates for the shares, or confirmation of receipt of the shares under the procedure for book-entry transfer set forth below, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, must be received before 5:00 p.m., Eastern time, in each case by the Expiration Date by the Depositary at its address set forth on the back cover page of this document; or

• the tendering stockholder must comply with the guaranteed delivery procedures set forth below.

Notwithstanding any other provisions hereof, payment for shares tendered and accepted for payment pursuant to the tender offer will be made only after timely receipt by the Depositary of certificates for such shares (or a timely confirmation of a book-entry transfer of such shares into the Depositary’s account at the Book-Entry Transfer Facility, as defined below), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees, or an Agent’s Message in connection with book-entry delivery, and any other documents required by the Letter of Transmittal.

In accordance with Instruction 5 of the Letter of Transmittal, each stockholder desiring to tender shares pursuant to the tender offer must either (1) check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer” or (2) check one of the boxes in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined by Stockholder” indicating the price (in increments of $0.25) at which shares are being tendered.

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If tendering stockholders wish to maximize the chance that their shares will be purchased, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in the tendered shares being purchased at the minimum price of $19.50 per share and have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share. A stockholder who wishes to indicate a specific price (in increments of $0.25) at which such stockholder’s shares are being tendered must check a box under the section captioned “Shares Tendered at Price Determined by Stockholder.” A stockholder who wishes to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are being tendered. The same shares may not be tendered at more than one price unless such shares are previously withdrawn according to the terms of the tender offer.

A tender of shares will be proper if, and only if, on the appropriate Letter of Transmittal either the box in the section captioned “Shares Tendered at Price Determined by the Tender Offer” or one of the boxes in the section captioned “Shares Tendered at Price Determined by Stockholder” is checked. Stockholders who hold shares through brokers or banks are urged to consult their brokers or banks to determine whether transaction costs are applicable if stockholders tender shares through the brokers or banks.

Odd lot holders who tender all their shares must also complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1.

Book-Entry Delivery. The Depositary will establish an account with respect to the shares at The Depository Trust Company (referred to as the “Book-Entry Transfer Facility”) for purposes of the tender offer within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make delivery of shares by causing the Book-Entry Transfer Facility to transfer such shares into the Depositary’s account in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of shares may be effected through book-entry transfer, a properly completed and duly executed Letter of Transmittal together with any required signature guarantees or an Agent’s Message and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Date, or the guaranteed delivery procedure described below must be complied with. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the book-entry confirmation, stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant tendering shares through the Book-Entry Transfer Facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

The method of delivery of all documents, including share certificates, is at the election and risk of the tendering stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Shares will be deemed delivered only when actually received by the Depositary (including in the case of a book-entry transfer, by book-entry confirmation). In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program (an “Eligible Institution”). Signatures on a Letter of Transmittal need not be guaranteed if (1) the Letter of Transmittal is signed by the registered holder of the shares tendered therewith and such holder has not completed the box captioned “Special Delivery

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Instructions” or captioned “Special Payment Instructions” on the Letter of Transmittal or (2) such shares are tendered for the account of an Eligible Institution. See Instructions 1 and 8 of the Letter of Transmittal. If a share certificate is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made to a person other than the registered holder, then the share certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

Guaranteed Delivery. If a stockholder desires to tender shares pursuant to the tender offer and cannot deliver such shares and all other required documents to the Depositary by the Expiration Date or such stockholder cannot complete the procedure for delivery by book-entry on a timely basis, such shares may nevertheless be tendered if all of the following conditions are met:

• such tender is made by or through an Eligible Institution;

• a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by us is received by the Depositary (as provided below) by the Expiration Date specifying the price at which shares are being tendered, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and

• the certificates for all physically delivered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the Depositary’s account at the Book-Entry Transfer Facility, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantee or an Agent’s Message and any other documents required by the Letter of Transmittal, are received by the Depositary within three Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in such Notice.

Employee Plans. Participants in our Savings and Profit Sharing Plan who wish to have the trustee of the plan tender some or all shares held in the plan, must complete, execute and return to the trustee of the plan the tender election form included in the notice sent to participants. Participants in our Stock Purchase Plan who wish to have the agent for the plan tender some or all shares held in the plan, must complete, execute and return to the agent the separate tender election form included in the notice sent to participants. Holders of vested but unexercised options may exercise such options and tender the shares received upon such exercise in accordance with the tender offer. See “Proper Tender of Shares” above. Participants in the Stock Purchase Plan or Savings and Profit Sharing Plan may not use the Letter of Transmittal to direct the tender of the shares, but must use the separate election form sent to them. Participants in those plans are urged to read the separate election form and related materials carefully.

U.S. Federal Backup Withholding Tax. Under the U.S. federal backup withholding tax rules, 28% of the gross proceeds payable to a stockholder or other payee in the tender offer must be withheld and remitted to the IRS, unless the stockholder or other payee provides such person’s taxpayer identification number (employer identification number or social security number) to the Depositary and complies with applicable certification requirements or otherwise establishes an exemption. If the Depositary is not provided with the correct taxpayer identification number or another adequate basis for exemption, the stockholder may be subject to certain penalties imposed by the IRS. Therefore, each tendering stockholder that is a U.S. Holder (as defined in Section 13) should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal in order to provide the information and certification necessary to avoid the backup withholding tax, unless the stockholder otherwise establishes to the satisfaction of the Depositary that the stockholder is not subject to backup withholding. If backup withholding results in the overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures.

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Certain stockholders (including, among others, corporations and certain Non-U.S. Holders (as defined in Section 13)) are not subject to these backup withholding rules. In order for a Non-U.S. Holder to qualify as an exempt recipient, that stockholder must submit an IRS Form W-8BEN (or a suitable substitute form), signed under penalties of perjury, attesting to that stockholder’s non-U.S. status. The applicable form can be obtained from the Depositary. See Instruction 11 of the Letter of Transmittal.

Stockholders are urged to consult with their tax advisors regarding possible qualifications for exemption from backup withholding tax and the procedure for obtaining any applicable exemption.

For a discussion of U.S. federal income tax consequences to tendering stockholders, see Section 13.

Withholding For Non-U.S. Holders. Even if a Non-U.S. Holder has provided the required certification to avoid backup withholding tax, the Depositary intends to deduct U.S. federal withholding taxes equal to 30% of the gross payments payable to a Non-U.S. Holder or its agent unless we reasonably determine that we will not have earnings and profits, as determined under U.S. federal income tax principles, or the Depositary determines that a reduced rate of withholding is available under an applicable income tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. To obtain a reduced rate of withholding under a tax treaty, a Non-U.S. Holder must deliver to the Depositary a properly completed and executed IRS Form W-8BEN (or a suitable substitute form) before the payment is made. To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or a suitable substitute form). A Non-U.S. Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI (or a suitable substitute form) generally will be required to file a U.S. federal income tax return and generally will be subject to U.S. federal income tax on income derived from the sale of shares pursuant to the tender offer in the manner and to the extent described in Section 13 as if it were a U.S. Holder. Additionally, in the case of a foreign corporation, such income may be subject to a branch profits tax at a rate of 30% (or a lower rate specified in an applicable income tax treaty). The Depositary will determine a stockholder’s status as a Non-U.S. Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN (or a suitable substitute form) or IRS Form W-8ECI (or a suitable substitute form)) unless facts and circumstances indicate that reliance is not warranted.

A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-U.S. Holder (i) meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 13 that would characterize the exchange as a sale (as opposed to a dividend) with respect to which the Non-U.S. Holder is not subject to U.S. federal income tax or (ii) is otherwise able to establish that no tax or a reduced amount of tax is due.

Non-U.S. Holders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

Tender Constitutes An Agreement. The tender of shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the tender offer and an agreement between the tendering stockholder and us upon the terms and subject to the conditions of the tender offer, as well as the tendering stockholder’s representation and warranty to us that (1) the stockholder has a “net long position” in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act and (2) the tender of shares complies with Rule 14e-4.

In a tender offer for less than all of a class of securities, it is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares for his own account unless the person so tendering (1) has

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a net long position equal to or greater than the number of (x) shares tendered or (y) other securities immediately convertible into, or exercisable or exchangeable for, the number of shares tendered and will acquire such shares for tender by conversion, exercise or exchange of such other securities and (2) will cause such shares to be delivered in accordance with the terms of the tender offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right to reject any or all tenders of shares determined by us not to be in proper form, or the acceptance of which or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in any tender of particular shares, and our interpretation of the terms of the tender offer (including the instructions in the Letter of Transmittal) will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as we shall determine. Neither we, the Dealer Managers, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defect or irregularity in tenders or incur any liability for failure to give any such notification.

Return of Unpurchased Shares. If any tendered shares are not purchased pursuant to the tender offer or are properly withdrawn before the Expiration Date, or if less than all shares evidenced by a stockholder’s certificates are tendered, certificates for unpurchased shares will be returned promptly after the expiration or termination of the tender offer or the proper withdrawal of the shares, as applicable, or, in the case of shares tendered by book-entry transfer at the book-entry transfer facility, the shares will be credited to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility, in each case without expense to the stockholder.

Lost or Destroyed Certificates. Stockholders whose certificate or certificates for part or all of their shares have been lost, stolen, misplaced or destroyed may contact UMB Bank, N.A., as transfer agent for our shares, at (800) 884-4225, or the following address for instructions as to obtaining a replacement: 925 Grand Boulevard, Kansas City, Missouri 64106. The replacement certificate will then be required to be submitted together with the Letter of Transmittal in order to receive payment for shares that are tendered and accepted for payment. A bond may be required to be posted by the stockholder to secure against the risk that the certificate may be subsequently recirculated. Stockholders are urged to contact UMB Bank, N.A., as the transfer agent, immediately in order to permit timely processing of this documentation and to determine if the posting of a bond is required.

Certificates for shares, together with a properly completed and duly executed Letter of Transmittal or facsimile thereof, or an Agent’s Message, and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to us, the Dealer Managers or the Information Agent. Any such documents delivered to us, the Dealer Managers or the Information Agent will not be forwarded to the Depositary and therefore will not be deemed to be properly tendered.

4. Withdrawal Rights.

Tenders of shares made pursuant to the tender offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 midnight, Eastern time, on Thursday, October 12, 2006 unless accepted for payment as provided in this Offer to Purchase prior to that time. If we extend the period of time during which the tender offer is open, are delayed in accepting for payment or paying for shares or are unable to accept for payment or pay for shares pursuant to the tender offer for any reason, then, without prejudice to our rights under the tender offer, the Depositary may, on our behalf, retain all shares tendered, and such shares may not be withdrawn except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making the tender offer shall

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either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer.

For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must:

• be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; and

• specify the name of the person who tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares, if different from that of the person who tendered such shares.

A stockholder who has tendered shares at more than one price must complete a separate notice of withdrawal for shares tendered at each price. If the shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of shares tendered by an Eligible Institution) must be submitted prior to the release of such shares. In addition, such notice must specify, in the case of shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the shares to be withdrawn or, in the case of shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares.

Withdrawals may not be rescinded, and shares withdrawn will thereafter be deemed not validly tendered for purposes of the tender offer. However, withdrawn shares may be retendered by following one of the procedures described in Section 3 at any time prior to the Expiration Date.

We will determine all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in our sole discretion, which determination shall be final and binding. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of shares by any stockholder, and such determination will be binding on all stockholders. Neither we, the Dealer Managers, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

Participants in our Savings and Profit Sharing Plan who wish to have the trustee of the plan withdraw previously tendered shares held in the plan must follow the procedures set in the “Letter to Participants in Sonic Corp. Savings and Profit Sharing Plan.” Participants in our Stock Option Plan, Stock Purchase Plan or Directors’ Stock Option Plan who wish to have the agent for the plan withdraw previously tendered shares held in the plan must follow the instructions found in the “Letter to Participants in Sonic Corp. Stock Option Plan,” the “Letter to Participants in Sonic Corp. Stock Purchase Plan” and the “Letter to Participants in Sonic Corp. Directors’ Stock Option Plan.”

5. Purchase of Shares and Payment of Purchase Price.

Upon the terms and subject to the conditions of the tender offer, promptly following the Expiration Date, we (1) will determine the purchase price we will pay for shares properly tendered and not properly withdrawn before the Expiration Date, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and (2) will accept for payment and pay for, and thereby purchase, up to 25,454,545 shares properly tendered at prices at or below the purchase price and not properly withdrawn before the Expiration Date.

For purposes of the tender offer, we will be deemed to have accepted for payment shares that are properly tendered at or below the purchase price and not properly withdrawn, subject to the “odd lot” priority, proration and conditional tender provisions of the tender offer, only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the tender offer.

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We will pay for shares purchased under the tender offer by depositing the aggregate purchase price for such shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to the tendering stockholders. Under no circumstances will interest on the purchase price be paid by us regardless of any delay in making such payment.

In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the Expiration Date; however, we do not expect to be able to announce the final results of any proration and commence payment for shares purchased until approximately five to seven business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. Certificates for all shares tendered and not purchased, including all shares tendered at prices in excess of the purchase price and shares not purchased due to proration, will be returned to the tendering stockholder, or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the Book-Entry Transfer Facility by the participant therein who so delivered the shares, at our expense promptly after the Expiration Date or termination of the tender offer. In addition, if certain events occur, we may not purchase any shares under the tender offer. See Section 7.

We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the tender offer. If, however, payment of the purchase price is to be made to any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 9 of the Letter of Transmittal.

Any tendering stockholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal or, in the case of a Non-U.S. Holder (as defined in Section 13), an IRS Form W-8BEN (or other applicable IRS Form or suitable substitute forms), may be subject to U.S. federal backup withholding tax on the gross proceeds paid to the stockholder or other payee pursuant to the tender offer. See Section 3.

6. Conditional Tender of Shares.

Subject to the exception for holders of odd lots, in the event of an over-subscription of the tender offer, shares tendered at or below the purchase price prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. The conditional tender alternative is made available for stockholders seeking to take steps to have shares sold pursuant to the tender offer treated as a sale or exchange of such shares by the stockholder, rather than a distribution to the stockholder, for U.S. federal income tax purposes. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum number of the stockholder’s shares tendered pursuant to a Letter of Transmittal must be purchased if any shares tendered are purchased. Any stockholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal and indicate the minimum number of shares that must be purchased if any are to be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased from the stockholder in order for the stockholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result in all cases. We urge each stockholder to consult with his or her own financial or tax advisors.

After the Expiration Date, if more than 25,454,545 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based

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upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares to be purchased from any stockholder tendered pursuant to a Letter of Transmittal below the minimum number specified, the shares conditionally tendered will automatically be regarded as withdrawn (except as provided in the next paragraph). All shares tendered by a stockholder subject to a conditional tender and that are withdrawn as a result of proration will be returned at our expense to the tendering stockholder.

After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders that would otherwise be regarded as withdrawn would cause the total number of shares to be purchased to fall below 25,454,545 (or such greater number of shares as we may elect to purchase, subject to applicable law) then, to the extent feasible, we will select enough of the shares conditionally tendered that would otherwise have been withdrawn to permit us to purchase such number of shares. In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of shares to be purchased. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares.

7. Conditions of the Tender Offer.

Notwithstanding any other provision of the tender offer, we will not be required to accept for payment or pay for any shares tendered, and may terminate or amend the tender offer or may postpone the acceptance for payment of, and the payment for, shares tendered, subject to the requirements of the Exchange Act for prompt payment for or return of shares, if at any time on or after August 15, 2006 (or such earlier date as may be specified in the relevant condition) and before the Expiration Date any of the following events shall have occurred or are determined by us to have occurred, that, in our reasonable judgment and regardless of the circumstances giving rise to such event, makes it inadvisable to proceed with the tender offer or with acceptance for payment or to pay for the shares:

(1) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly (i) challenges the making of the tender offer or the acquisition of some or all of the shares pursuant to the tender offer or otherwise relates in any manner to the tender offer or (ii) in our reasonable judgment, could materially and adversely affect our and our subsidiaries’ business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impairs in any way the contemplated future conduct of our business and our subsidiaries’ business, taken as a whole, or materially impair our ability to purchase up to 25,454,545 shares in the tender offer;

(2) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the tender offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or is reasonably likely to directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit completion of the tender offer, (ii) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares, or (iii) materially and adversely affect our and our subsidiaries’ business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our business and our subsidiaries’ business;

(3) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement or escalation of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, including, but not limited to, an act

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of terrorism, (iv) any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our reasonable judgment, have a material adverse effect on our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, (v) in the case of any of the foregoing existing at the time of the commencement of the tender offer, a material acceleration or worsening thereof or (vi) any decrease of more than 10% in the market price for the shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on August 11, 2006;

(4) a tender offer or exchange offer for any or all of our shares (other than this tender offer) shall have been commenced, or we shall have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, business combination or other similar transaction, other than in the ordinary course of business;

(5) (i) any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares (other than any such person, entity or group who has filed a Schedule 13D or Schedule 13G with the SEC on or before August 15, 2006), (ii) any such entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before August 15, 2006 shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares or (iii) any new group shall have been formed which beneficially owns more than 5% of the outstanding shares (options for and other rights to acquire shares which are acquired or proposed to be acquired being deemed for purposes of this clause (5) to be immediately exercisable or convertible);

(6) any change shall have occurred or been threatened in the business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership of us or our subsidiaries, taken as a whole, that, in our reasonable judgment, is or may reasonably likely be material and adverse to us or our subsidiaries;

(7) we determine that there is a reasonable likelihood that the shares would be held of record by less than 300 persons; or

(8) we are unable, prior to the expiration of the tender offer, to obtain financing pursuant to the terms and conditions contained in the commitment letter described in Section 9, that will be sufficient to purchase shares tendered pursuant to the tender offer, refinance certain of our existing indebtedness and pay related fees and expenses.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, and may be waived by us, in whole or in part, in our sole discretion. Any determination or judgment by us concerning the events described above will be final and binding on all parties.

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8. Price Range of Shares; Dividends.

The shares are listed and traded on the Nasdaq under the trading symbol “SONC.” The following table sets forth, for each of the periods indicated, the high and low sales prices of the shares as reported on the Nasdaq, and dividends paid per share. All prices have been adjusted to reflect the three-for-two stock splits that occurred on May 21, 2004 and April 28, 2006. We have not paid any dividends during these periods.

	High		Low
Fiscal 2004:
First Quarter	$	14.160	$	10.400
Second Quarter		15.618		12.889
Third Quarter		16.324		13.396
Fourth Quarter		15.740		13.840
Fiscal 2005:
First Quarter	$	20.013	$	14.793
Second Quarter		22.713		19.273
Third Quarter		24.027		20.300
Fourth Quarter		22.900		19.427
Fiscal 2006:
First Quarter		20.400	$	17.767
Second Quarter		21.980		18.140
Third Quarter		23.653		20.627
Fourth Quarter (through August 11, 2006)		22.510		18.600

On August 11, 2006, the last trading day before the date of announcement of the tender offer, the last reported sale price of the shares on the Nasdaq was $19.73 per share. We urge you to obtain current market quotations for the shares before deciding whether and at what purchase price or purchase prices to tender your shares.

9. Source and Amount of Funds.

Assuming we purchase 25,454,545 shares pursuant to the tender offer at the maximum price of $22.00 per share, we expect that the aggregate purchase price, including all related fees and expenses, will be approximately $567 million. We expect to fund the purchase of shares tendered in the tender offer, refinance certain of our existing indebtedness and pay the related fees and expenses from borrowings under a new senior secured credit facilities described below. The tender offer is subject to our receipt of such financing.

On August 10, 2006, we signed a letter of commitment with Banc of America Securities LLC (“Banc of America Securities”) and Lehman Brothers Inc. (“Lehman”) for new senior secured credit facilities consisting of the following: (i) a $100 million revolving credit facility, and (ii) a $675 million term loan facility. A copy of the commitment letter is attached as an exhibit to the Schedule TO we have filed with the SEC. After we enter into definitive documentation, the terms of the new senior secured credit facilities will be set forth in documents filed with the SEC and available as described in Section 10. Under the commitment letter, Banc of America Securities and Lehman will act as joint lead arrangers for the new senior secured credit facilities. Lehman Commercial Paper Inc. will act as sole and exclusive syndication agent and will syndicate such facilities on a best efforts basis. In addition, Banc of America Securities and Lehman have committed, subject to the terms and conditions of the commitment letter, to provide $50 million and $20 million, respectively, of the new senior secured credit facilities.

Interest Rate. The revolving credit facility is expected to be a five-year facility with an interest rate (1) for dollar denominated loans, initially at LIBOR plus 175 basis points and adjusting over time based upon our leverage ratio and (2) for all other loans, starting at the higher of (a) the Bank of America prime rate or (b) the Federal Funds rate plus 50 basis points, and adjusting over time based upon our leverage ratio. The term loan

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facility is expected to be a seven-year amortizing facility with an interest rate initially at LIBOR plus approximately 200-225 basis points and adjusting with time based upon our Standard & Poor’s Ratings Group and our Moody’s Investors Service Inc. credit ratings.

Commitment Fees. We will pay a commitment fee starting at 0.375% and adjusting over time based upon our leverage ratio on the unused portion of the revolving credit facility.

Conditions to Initial Funding. Our ability to reserve funds from the revolving credit facility and the term loan facility is conditioned upon various customary representations and warranties being true at the time of the borrowing, and upon no event of default under the term loan facility or the revolving credit facility existing or resulting from the receipt of such funds.

Security Interests. We and all of our domestic subsidiaries are expected to grant the lenders under the new senior secured credit facilities valid and perfected first priority (subject to certain exceptions) liens and security interests in (1) all present and future shares of capital stock (or other ownership or profit interests) in each of its present and future subsidiaries (subject to certain limitations), (2) all present and future property and assets, real and personal and (3) all proceeds and products of the property and assets described in clauses (1) and (2).

Representations, Warranties, Covenants and Events of Default. The new senior secured credit facilities will contain certain representations and warranties, certain affirmative covenants, certain negative covenants, certain financial covenants, certain conditions and events of default that are customarily required for similar financings. Such covenants will include restrictions and limitations on liens, consolidations and mergers, indebtedness, capital expenditures, asset dispositions, sale-leaseback transactions, stock repurchases and other restrictions and limitations. Furthermore, we will be required to maintain compliance with certain financial covenants such as a Maximum Total Leverage and Minimum Fixed Charge Coverage Ratio.

We do not have any alternative financing arrangement or alternative financing plans to fund the purchase of the shares in the tender offer. However, we currently intend to refinance the new senior secured credit facilities in the near future through an $800 million securitization of our franchise royalties and Partner Drive-In rental stream. The securitization is expected to consist of a $700 million term asset-backed securitization and a $100 million variable funding note. We expect the interest rates on the securitization will be lower than on the new senior secured credit facilities. The securitization and the refinancing of the new senior secured credit facilities is expected to occur during our quarter ending November 30, 2006. If, however, we cannot obtain the securitization on terms satisfactory to us, we expect the new senior secured credit facilities to remain in place until their maturity or until an alternative refinancing can be arranged.

10. Certain Information Concerning Us.

Overview. We operate and franchise the largest chain of drive-in restaurants in the United States. As of July 31, 2006, we had 3,151 Sonic Drive-Ins in operation, consisting of 613 Partner Drive-Ins and 2,538 Franchise Drive-Ins, principally in the southern two-thirds of the United States. Partner Drive-Ins are those Sonic Drive-Ins owned and operated by either a limited liability company or a general partnership, in which we own a majority interest, typically at least 60%, and the supervisor and manager of the drive-in own a minority interest in each Partner Drive-In. Franchise Drive-Ins are owned and operated by our franchisees. At a typical Sonic Drive-In, a customer drives into one of 24 to 36 covered drive-in spaces, orders through an intercom speaker system, and has the food delivered by a carhop within an average of four minutes. Most Sonic Drive-Ins also include a drive-through lane and patio seating. Sonic Drive-Ins feature Sonic signature items, such as specialty soft drinks including cherry limeades and slushes, frozen desserts, made-to-order sandwiches and hamburgers, extra-long cheese coneys, hand-battered onion rings, tater tots, salads, and wraps.

We have two primary operating subsidiaries, Sonic Industries Inc. and Sonic Restaurants, Inc. Sonic Industries Inc. serves as the franchisor of the Sonic Drive-In chain, as well as the administrative services center for the Company. Sonic Restaurants, Inc. develops and operates the Partner Drive-Ins.

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Our objective is to maintain our position as, or to become, a leading operator in terms of the number of quick-service restaurants within each of our core and developing markets. We identify markets based on television viewing areas and further classify markets as either core or developing. We define our core television markets as those markets where the penetration of Sonic Drive-Ins (as measured by population per restaurant, advertising levels, and share of restaurant spending) has reached a certain level of market maturity established by management. All other television markets where Sonic Drive-Ins are located are referred to as developing markets. We have developed and are implementing a strategy designed to build the Sonic brand and to continue to achieve high levels of customer satisfaction and repeat business. The key elements of that strategy are: (1) a unique drive-in concept focusing on a distinctive menu of quality made-to-order food products including several signature items; (2) a commitment to customer service featuring the quick delivery of food by carhops; (3) the expansion of Partner Drive-Ins and Franchise Drive-Ins within Sonic’s core and developing markets; (4) an owner/operator philosophy, in which managers have an equity interest in their restaurant, thereby providing an incentive for managers to operate restaurants profitably and efficiently; and (5) a commitment to strong franchisee relationships.

The Sonic Drive-In restaurant chain was begun in the early 1950’s. Sonic Corp. was incorporated in the State of Delaware in 1990 in connection with its 1991 initial public offering of common stock. Our principal executive offices are located at 300 Johnny Bench Drive, Oklahoma City, Oklahoma 73104. Our telephone number is (405) 225-5000.

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Condensed Historical Financial Information. Set forth below is condensed consolidated historical financial information of the Company and its subsidiaries. The historical financial information (other than the ratios of earnings to fixed charges) for the years ended August 31, 2005 and August 31, 2004 was derived from the audited consolidated financial statements and other information included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2005. The historical financial information (other than the ratios of earnings to fixed charges) for the nine months ended May 31, 2006 and May 31, 2005 was derived from the unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2006. This information is qualified in its entirety by reference to such reports and all of the financial statements and related notes contained therein, copies of which may be obtained as set forth below under “Additional Information About Us.”

SONIC CORP.

CONDENSED HISTORICAL FINANCIAL INFORMATION

(In thousands, except per share data and financial ratios)

	Nine months ended May 31,				Fiscal Year ended August 31,
	2006		2005*		2005*		2004*
Condensed Consolidated Income Statement:
Total Revenues	$	495,217	$	442,493	$	623,066	$	536,446
Costs of Partner Drive-In Sales		336,495		301,157		421,906		358,859
Income from operations		89,764		79,908		117,449		99,619
Net income		53,168		47,662		70,443		58,031
Net income per share:
Basic	$	.61	$	.53	$	.78	$	.65
Diluted	$	.59	$	.51	$	.75	$	.63
Weighted average shares used in calculation:
Basic		86,545		90,235		89,993		88,971
Diluted		89,596		93,945		93,647		92,481
Condensed Consolidated Balance Sheet:
Assets
Cash and cash equivalents	$	25,380	$	8,660	$	6,431	$	7,993
Total current assets		54,875		37,488		35,249		34,583
Noncurrent assets		573,399		516,014		528,067		484,050
Total assets		628,274		553,502		563,316		518,633
Liabilities and stockholders’ equity
Total current liabilities		80,684		55,830		65,342		49,120
Noncurrent liabilities		181,555		114,866		110,057		131,613
Stockholders’ equity		366,035		382,806		387,917		337,900
Ratio of earnings to fixed charges		16.2		18.5		20.7		15.9
Book value per share	$	4.29	$	4.26	$	4.36	$	3.78
Book value per diluted share	$	4.12	$	4.09	$	4.20	$	3.64

* Adjusted to include the impact of stock-based compensation expense and the three-for-two stock split in April 2006.

Pro Forma Financial Information

Set forth below is condensed unaudited pro forma consolidated financial information for Sonic and its subsidiaries based on historical information which has been adjusted to give effect to the transactions described below.

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This condensed unaudited pro forma financial information is not necessarily indicative of either our financial position or results of operations that actually would have been attained had the purchase of shares pursuant to the tender offer and the related financing been completed at the dates indicated, or will be achieved in the future.

The pro forma condensed consolidated statements of income have been adjusted to give effect to the following transactions as if they had occurred at the beginning of the period presented and the pro forma condensed consolidated balance sheet has been adjusted to give effect to the following transactions as if they had occurred at the end of the period presented:

• the purchase of 25,454,545 shares in the tender offer, at a purchase price of $22.00 per share (the high-point of the tender offer range reflected on the cover of this Offer to Purchase), for an aggregate purchase price of $560 million;

• the refinancing of certain existing indebtedness in the amount of $120 million;

• the borrowing of $687 million under our new senior secured credit facilities consisting of $675 million of term loan debt with a projected interest rate of LIBOR plus 200-225 basis points (assumed 7.625% for pro forma purposes) and $12 million of revolving debt with a projected interest rate of LIBOR plus 175 basis points (assumed 7.25% for pro forma purposes). A change of 0.125% in the anticipated borrowing rate would change the annual interest expense by approximately $0.9 million.

• the payment of $7 million in fees and expenses.

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SONIC CORP.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

As of May 31, 2006

(In thousands, except per share data)

	As Reported*			Pro Forma Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	25,380		$	393	(a)	$	25,773
Accounts and notes receivable, net		18,217						18,217
Other current assets		11,278						11,278
Total current assets		54,875			393			55,268
Property, equipment and capital leases, net		454,139						454,139
Goodwill, net		101,193						101,193
Trademarks, trade names and other intangible assets, net		6,789						6,789
Investment in direct financing leases and noncurrent portion of notes receivable		9,245						9,245
Other assets, net		2,033			4,275	(b)		6,308
Total assets	$	628,274		$	4,668		$	632,942
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16,756					$	16,756
Deposits from franchisees		1,928						1,928
Accrued liabilities		49,760						49,760
Income taxes payable		6,237						6,237
Obligations under capital leases and long-term debt due within one year		6,003						6,003
Total current liabilities		80,684			0			80,684
Obligations under capital leases due after one year		38,864						38,864
Long-term debt due after one year		123,885			567,000	(c)		690,885
Other noncurrent liabilities		18,806						18,806
Stockholders’ Equity:
Common stock		1,148						1,148
Paid-in capital		169,566						169,566
Retained earnings		451,157			(888	)(d)		450,269
Accumulated other comprehensive income		796			(796	)(e)		0
Treasury stock, at cost		(256,632	)		(560,648	)(f)		(817,280	)
Total stockholders’ equity		366,035			(562,332	)		(196,297	)
Total liabilities and stockholders’ equity	$	628,274		$	4,668		$	632,942
Shares outstanding at end of period		85,415						59,960
Book value per share outstanding	$	4.29					$	(3.27	)
Book value per diluted share	$	4.12					$	( 3.10	)

* Adjusted to include the impact of stock-based compensation expense and the three-for-two stock split in April 2006.

Pro forma adjustments include the following:

(a) Reflects the net cash impact of the transaction including $687 million in debt proceeds less $560 million to purchase stock, $120 million to refinance debt and $6.6 million in other miscellaneous fees and costs.

(b) Reflects the net impact of the write-off of $0.5 million in unamortized debt costs relating to the previous debt plus the addition of $4.8 million in new debt costs.

(c) Reflects the net increase in long-term debt related to $687 million in new debt, less $120 million to refinance existing debt.

(d) Reflects the net impact of the current period transaction costs, partially offset by the income tax benefit.

(e) Reflects the gain associated with unwinding the cash flow hedge related to the existing line of credit.

(f) Reflects the repurchase of 25,454,545 shares of common stock assuming maximum price in range of $22.00 per share plus $648 of commissions and other costs.

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SONIC CORP.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Fiscal Year Ended August 31, 2005

(In thousands, except per share data and financial ratios)

	As Reported*			Pro Forma Adjustments			Pro Forma
Revenues:
Partner Drive-In sales	$	525,988					$	525,988
Franchise Drive-Ins:
Franchise royalties		88,027						88,027
Franchise fees		4,311						4,311
Other		4,740			796	(a)		5,536
		623,066			796			623,862
Costs and expenses:
Partner Drive-Ins:
Food and packaging		137,845						137,845
Payroll and other employee benefits		159,478						159,478
Minority interest in earnings of Partner Drive-Ins		21,574						21,574
Other operating expenses		103,009						103,009
		421,906			0			421,906
Selling, general and administrative		47,503			1,000	(b)		48,503
Depreciation and amortization		35,821						35,821
Provision for impairment of long-lived assets		387						387
		505,617			1,000			506,617
Income from operations		117,449			(204	)		117,245
Interest expense		6,418			45,397	(c)		51,815
Debt extinguishment costs		—			1,613	(e)		1,613
Interest income		(633	)					(633	)
Net interest expense		5,785			47,010			52,795
Income before income taxes		111,664			(47,214	)		64,450
Provision for income taxes		41,221			(17,429	)(d)		23,792
Net income	$	70,443		($	29,785	)	$	40,658
Net income per share:
Basic	$	.78		$	(.15	)	$	.63
Diluted	$	.75		$	(.15	)	$	.60
Weighted average shares used in calculation:
Basic		89,992						64,609
Diluted		93,647						68,263
Ratio of earnings to fixed charges		20.7						3.6

* Adjusted to include the impact of stock-based compensation expense and the three-for-two stock split in April 2006.

Pro forma adjustments include the following:

(a) Reflects a $796 gain from unwinding a cash flow hedge related to the existing credit facility.

(b) Reflects the advisory fees for the recapitalization transaction.

(c) Reflects the additional interest expense and debt cost amortization associated with the newly issued debt.

(d) Reflects the tax benefit associated with the pro forma adjustments at an effective tax rate of 36.9%.

(e) Reflects a $1 million prepayment penalty associated with the senior notes and $0.6 million to write off the unamortized balance of existing debt costs.

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SONIC CORP.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Nine Months Ended May 31, 2006

(In thousands, except per share data and financial ratios)

	As Reported			Pro Forma Adjustments			Pro Forma
Revenues:
Partner Drive-In sales	$	418,719					$	418,719
Franchise Drive-Ins:
Franchise royalties		69,597						69,597
Franchise fees		3,088						3,088
Other		3,813			796	(a)		4,609
		495,217			796			496,013
Costs and expenses:
Partner Drive-Ins:
Food and packaging		109,480						109,480
Payroll and other employee benefits		126,358						126,358
Minority interest in earnings of Partner Drive-Ins		17,503						17,503
Other operating expenses		83,154						83,154
		336,495			0			336,495
Selling, general and administrative		38,703			1,000	(b)		39,703
Depreciation and amortization		30,079						30,079
Provision for impairment of long-lived assets		176						176
		405,453			1,000			406,453
Income from operations		89,764			(204	)		89,560
Interest expense		6,522			34,766	(c)		41,288
Debt extinguishment costs		—			1,500	(e)		1,500
Interest income		(904	)					(904	)
Net interest expense		5,618			36,266			41,884
Income before income taxes		84,146			(36,470	)		47,676
Provision for income taxes		30,978			(13,426	)(d)		17,552
Net income	$	53,168		$	(23,044	)	$	30,124
Net income per share:
Basic	$	.61		$	(.12	)	$	.49
Diluted	$	.59		$	(.12	)	$	.47
Weighted average shares used in calculation:
Basic		86,545						61,185
Diluted		89,596						64,236
Ratio of earnings to fixed charges		16.2						3.5

Pro forma adjustments include the following:

(a) Reflects a $796 gain from unwinding a cash flow hedge related to the existing credit facility.

(b) Reflects the advisory fees for the recapitalization transaction.

(c) Reflects the additional interest expense and debt cost amortization associated with the newly issued debt.

(d) Reflects the tax benefit associated with the pro forma adjustments at an effective tax rate of 36.8%.

(e) Reflects a $1 million prepayment penalty associated with the senior notes and $0.5 million to write off the unamortized balance of existing debt costs.

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Additional Information About Us. We are subject to the information requirements of the Exchange Act, and accordingly, are required to file periodic reports, proxy statements and other information with the SEC relating to our business, financial condition and other matters. We are required to disclose in such proxy statements certain information, as of particular dates, concerning our directors and executive officers, their compensation, stock options granted to them, the principal holders of our securities and any material interest of such persons in transactions with us. We have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which includes additional information with respect to the tender offer. Such material and other information may be inspected at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can also be obtained by mail, upon payment of the SEC’s customary charges, by writing to the Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a web site on the internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the SEC. These reports, proxy statements and other information concerning us also can be inspected at the offices of the National Association of Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.

Incorporation by Reference. The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us.

SEC Filings	Period or Date Filed
Annual Report on Form 10-K	Year ended August 31, 2005
Quarterly Reports on Form 10-Q	Quarter ended November 30, 2005
	Quarter ended February 28, 2006
	Quarter ended May 31, 2006
Proxy Statement on Schedule 14A	Filed on December 16, 2005
Current Reports on Form 8-K	Reports filed on April 6, 2006 and August 11, 2006

You can obtain these documents from us or from the SEC’s website described above. You can obtain the documents from us, without charge, by requesting them in writing or by telephone from us at Investor Relations, Sonic Corp., 300 Johnny Bench Drive, Oklahoma City, Oklahoma 73104, (405) 255-5000. Please be sure to include your complete name and address in the request. If you request any incorporated documents, we will mail them by first class mail, or another equally prompt means, promptly after we receive the request.

11. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.

As of July 31, 2006, we had 85,434,257 issued and outstanding shares. The 25,454,545 shares we are offering to purchase pursuant to the tender offer represent approximately 30% of the shares outstanding as of July 31, 2006. As of July 31, 2006, our directors and executive officers as a group (15 persons) beneficially owned an aggregate of 6,229,075 shares of our common stock, representing approximately 7.291% of outstanding shares. Our directors and executive officers are entitled to participate in the tender offer on the same basis as all other stockholders. However, our directors and executive officers have advised us that they do not intend to tender any shares in the tender offer.

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The following table shows, as of July 31, 2006, the aggregate number and percentage of our securities that were beneficially owned by our directors and executive officers. Assuming that we purchase 25,454,545 shares and that no director or executive officer tenders any shares pursuant to the tender offer, then after the tender offer, the directors and executive officers as a group will beneficially own approximately 10.385% of the outstanding shares. The business address of each of our directors and executive officers is 300 Johnny Bench Drive, Oklahoma City, Oklahoma 73104.

Name	Number of Shares of Common Stock Beneficially Owned	Percent of Class
J. Clifford Hudson	1,977,816	2.301
W. Scott McLain	387,729	*
Michael A. Perry	147,881	*
Ronald L. Matlock	375,001	*
Stephen C. Vaughan	247,846	*
V. Todd Townsend	15,811	*
Carolyn C. Cummins	89,785	*
Terry D. Harryman	103,252	*
Renee G. Shaffer	3,877	*
Leonard Lieberman	103,578	*
Michael J. Maples	31,313	*
Federico F. Peña	87,224	*
H.E. “Gene” Rainbolt	293,625	*
Frank E. Richardson	2,097,804	2.452
Robert M. Rosenberg	186,533	*
All directors and executive officers as a group (15 persons)	6,229,075	7.291

* Less than 1%.

Recent Securities Transactions. Based on our records and on information provided to us by our directors, executive officers and subsidiaries, neither we nor any of our affiliates, subsidiaries, associates, directors or executive officers have effected any transactions involving shares of our common stock during the 60 days prior to August 15, 2006, except (1) June 26, 2006 sales of 1,000 and 4,050 shares by Michael A. Perry and (2) July 6, 2006 gift of 400 shares by J. Clifford Hudson.

Stock-Based Plans. We maintain two stock plans: the Sonic Corp. Stock Purchase Plan and the Sonic Corp. Savings and Profit Sharing Plan. Each of the plans was approved by our stockholders. Copies of these stock plans have been filed with the SEC.

Agreements, Arrangements or Understandings. Except as otherwise described in this Offer to Purchase or documents incorporated by reference, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the tender offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees or loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

12. Legal Matters; Regulatory Approvals.

We are not aware of any license or regulatory permit that appears material to our business that might be adversely affected by our acquisition of the shares as contemplated by the tender offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for our acquisition or ownership of the shares as contemplated by the tender offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or

32

other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered pursuant to the tender offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition. Our obligations under the tender offer to accept shares for payment and pay for shares is subject to conditions. See Section 7.

13. Certain U.S. Federal Income Tax Consequences.

General. The following discussion is a summary of the material U.S. federal income tax consequences to stockholders with respect to a sale of shares for cash pursuant to the tender offer. The discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative pronouncements of the IRS and judicial decisions, all in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect, or differing interpretations. The discussion does not address all aspects of U.S. federal income taxation that may be relevant to a particular stockholder in light of the stockholder’s particular circumstances or to certain types of stockholders subject to special treatment under the U.S. federal income tax laws, such as financial institutions, tax-exempt organizations, life insurance companies, dealers in securities or currencies, employee benefit plans, U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar, partnerships or other entities treated as partnerships for U.S. federal income tax purposes, stockholders holding the shares as part of a conversion transaction, as part of a hedge or hedging transaction, as a position in a straddle or as part of some other integrated transaction for U.S. federal income tax purposes or participants in our Stock Purchase Plan or Savings and Profit Sharing Plan or persons who received their shares through exercise of employee stock options or otherwise as compensation. In addition, the discussion below does not consider the effect of any alternative minimum taxes, state or local or non-U.S. taxes or any U.S. federal tax laws other than those pertaining to income taxation. The discussion assumes that the shares are held as “capital assets” within the meaning of Section 1221 of the Code. We have neither requested nor obtained a written opinion of counsel or a ruling from the IRS with respect to the tax matters discussed below.

As used herein, a “U.S. Holder” means a beneficial owner of shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for these purposes) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. As used herein, a “Non-U.S. Holder” means a beneficial owner of shares that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes). If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partnership holding shares and partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of a sale of shares for cash pursuant to the tender offer.

Each stockholder should consult its own tax advisor as to the particular U.S. federal income tax consequences to such stockholder of tendering shares pursuant to the tender offer and the applicability and effect of any state, local or non-U.S. tax laws and other tax consequences with respect to the tender offer.

U.S. Federal Income Tax Treatment of U.S. Holders

Characterization of Sale of Shares Pursuant to the Tender Offer. The sale of shares by a stockholder for cash pursuant to the tender offer will be a taxable transaction for U.S. federal income tax purposes. The U.S. federal income tax consequences to a U.S. Holder may vary depending upon the U.S. Holder’s particular facts and circumstances. Under Section 302 of the Code, the sale of shares by a stockholder for cash pursuant to

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the tender offer will be treated as a “sale or exchange” of shares for U.S. federal income tax purposes, rather than as a distribution with respect to the shares held by the tendering U.S. Holder, if the sale (i) results in a “complete termination” of the U.S. Holder’s equity interest in us under Section 302(b)(3) of the Code, (ii) is a “substantially disproportionate” redemption with respect to the U.S. Holder under Section 302(b)(2) of the Code, or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder under Section 302(b)(1) of the Code, each as described below (the “Section 302 Tests”).

The receipt of cash by a U.S. Holder will be a “complete termination” if either (i) the U.S. Holder owns none of our shares either actually or constructively immediately after the shares are sold pursuant to the tender offer, or (ii) the U.S. Holder actually owns none of our shares immediately after the sale of shares pursuant to the tender offer and, with respect to shares constructively owned by the U.S. Holder immediately after the tender offer, the U.S. Holder is eligible to waive, and effectively waives, constructive ownership of all such shares under procedures described in Section 302(c) of the Code.

The receipt of cash by a U.S. Holder will be “substantially disproportionate” if the percentage of our outstanding shares actually and constructively owned by the U.S. Holder immediately following the sale of shares pursuant to the tender offer is less than 80% of the percentage of the outstanding shares actually and constructively owned by the U.S. Holder immediately before the sale of shares pursuant to the tender offer.

Even if the receipt of cash by a U.S. Holder fails to satisfy the “complete termination” test and the “substantially disproportionate” test, a U.S. Holder may nevertheless satisfy the “not essentially equivalent to a dividend” test if the U.S. Holder’s surrender of shares pursuant to the tender offer results in a “meaningful reduction” in the U.S. Holder’s interest in us. Whether the receipt of cash by a U.S. Holder will be “not essentially equivalent to a dividend” will depend upon the U.S. Holder’s particular facts and circumstances. The IRS has indicated in published rulings that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

Special “constructive ownership” rules will apply in determining whether any of the Section 302 Tests has been satisfied. A U.S. Holder must take into account not only the shares that are actually owned by the U.S. Holder, but also shares that are constructively owned by the U.S. Holder within the meaning of Section 318 of the Code. Very generally, a U.S. Holder may constructively own shares actually owned, and in some cases constructively owned, by certain members of the U.S. Holder’s family and certain entities (such as corporations, partnerships, trusts and estates) in which the U.S. Holder has an equity interest, as well as shares the U.S. Holder has an option to purchase.

Contemporaneous dispositions or acquisitions of shares by a U.S. Holder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether the Section 302 Tests have been satisfied. Each U.S. Holder should be aware that, because proration may occur in the tender offer, even if all the shares actually and constructively owned by a stockholder are tendered pursuant to the tender offer, fewer than all of these shares may be purchased by us. Thus, proration may affect whether the surrender of shares by a stockholder pursuant to the tender offer will meet any of the Section 302 Tests. See Section 6 for information regarding an option to make a conditional tender of a minimum number of shares. U.S. Holders should consult their own tax advisors regarding whether to make a conditional tender of a minimum number of shares, and the appropriate calculation thereof.

U.S. Holders should consult their own tax advisors regarding the application of the three Section 302 Tests to their particular circumstances, including the effect of the constructive ownership rules on their sales of shares pursuant to the tender offer.

Sale or Exchange Treatment. If any of the above three Section 302 Tests is satisfied, and the sale of the shares is therefore treated as a “sale or exchange” for U.S. federal income tax purposes, the tendering U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received by the

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U.S. Holder and such holder’s adjusted tax basis in the shares sold pursuant to the tender offer. Generally, a U.S. Holder’s adjusted tax basis in the shares will be equal to the cost of the shares to the U.S. Holder. Any gain or loss will be capital gain or loss, and generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares that were sold exceeds one year as of the date of the purchase by us pursuant to the tender offer. Certain U.S. Holders (including individuals) are eligible for reduced rates of U.S. federal income tax in respect of long-term capital gain (maximum rate of 15%). A U.S. Holder’s ability to deduct capital losses is subject to limitations under the Code. A U.S. Holder must calculate gain or loss separately for each block of shares (generally, shares acquired at the same cost in a single transaction) that we purchase from the U.S. Holder pursuant to the tender offer.

Distribution Treatment. If none of the Section 302 Tests are satisfied, the tendering U.S. Holder will be treated as having received a distribution by us with respect to the U.S. Holder’s shares in an amount equal to the cash received by such holder pursuant to the tender offer. The distribution would be treated as a dividend, taxable as ordinary income to the extent that we have current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such a dividend would be taxed in its entirety without a reduction for the U.S. Holder’s adjusted tax basis of the shares exchanged and the adjusted tax basis of such exchanged shares would be added to the adjusted tax basis of the U.S. Holder’s remaining shares, if any. The amount of any distribution in excess of our current or accumulated earnings and profits would be treated as a return of the U.S. Holder’s adjusted tax basis in the shares (with a corresponding reduction in such U.S. Holder’s adjusted tax basis until reduced to zero), and then as gain from the sale or exchange of the shares.

If a sale of shares by a corporate U.S. Holder is treated as a dividend, the corporate U.S. Holder may be (i) eligible for a dividends received deduction (subject to applicable exceptions and limitations) and (ii) subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Corporate U.S. Holders should consult their tax advisors regarding (i) whether a dividend-received deduction will be available to them, and (ii) the application of Section 1059 of the Code to the ownership and disposition of their shares. Provided that minimum holding period requirements are met, and subject to certain limitations for hedged positions, dividend income with respect to non-corporate U.S. Holders (including individuals) are eligible for U.S. federal income taxation at a maximum rate of 15%.

U.S. Federal Income Tax Treatment of Non-U.S. Holders

Withholding by Us. See Section 3 with respect to the application of U.S. federal income tax withholding to payments made to Non-U.S. Holders pursuant to the tender offer.

Sale or Exchange Treatment. Gain realized by a Non-U.S. Holder on a sale of shares for cash pursuant to the tender offer generally will not be subject to U.S. federal income tax if the sale is treated as a “sale or exchange” pursuant to the Section 302 Tests described above under “U.S. Federal Income Tax Treatment of U.S. Holders” unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States (and, if an income tax treaty applies, the gain is generally attributable to the U.S. permanent establishment maintained by such Non-U.S. Holder), (ii) in the case of gain realized by a Non-U.S. Holder that is an individual, such Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met or (iii) the shares constitute a U.S. real property interest and the Non-U.S. Holder held, actually or constructively, at any time during the five-year period preceding the tender offer more than 5% of our shares. Our shares will constitute a U.S. real property interest with respect to a Non-U.S. Holder if we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the period during which the Non-U.S. Holder held shares or (ii) the five-year period ending on the date the Non-U.S. Holder sells shares pursuant to the tender offer. In general, a corporation is a United States real property holding corporation if the fair market value of its “United States real property interests” (as defined in the Code and applicable Treasury regulations) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. There can be no assurance that we do not currently constitute or will not

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become a United States real property holding corporation. Non-U.S. Holders owning (actually or constructively) more than 5% of our shares should consult their own tax advisors regarding the U.S. federal income tax consequences of the tender offer.

Distribution Treatment. If the Non-U.S. Holder does not satisfy any of the Section 302 Tests explained above, the full amount received by the Non-U.S. Holder with respect to the sale of shares to us pursuant to the tender offer will be treated as a distribution to the Non-U.S. Holder with respect to the Non-U.S. Holder’s shares. The treatment for U.S. federal income tax purposes of such distribution as a dividend, tax-free return of capital or as capital from the sale of shares will be determined in the manner described above under “U.S. Federal Income Tax Treatment of U.S. Holders.” To the extent amounts received by a Non-U.S. Holder are treated as dividends, such dividends generally will be subject to U.S. federal withholding at a rate of 30%, unless a reduced rate of withholding is applicable pursuant to an income tax treaty or such amounts are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States, and, in each case, we have received proper certification. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty.

A Non-U.S. Holder may be eligible to obtain a refund or credit of any excess amounts of U.S. federal withholding tax if the Non-U.S. Holder meets any of the three Section 302 Tests described above under “U.S. Federal Income Tax Treatment of U.S. Holders” with respect to the sale of shares pursuant to the tender offer, or is entitled to a reduced rate of withholding pursuant to an applicable income tax treaty (and we withheld at a higher rate), in either case, provided that an appropriate claim is timely filed with the IRS. Amounts treated as dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (or, if provided in an applicable income tax treaty, dividends that are attributable to a U.S. permanent establishment) are not subject to U.S. federal withholding tax but instead are subject to U.S. federal income tax in the manner applicable to U.S. Holders, as described above. In that case, we will not have to deduct U.S. federal withholding tax from the purchase price for the shares if the Non-U.S. Holder complies with applicable certification and disclosure requirements. In addition, a Non-U.S. Holder that is a foreign corporation may be subject to a branch profits tax at a 30% rate, or a lower rate specified in an applicable income tax treaty, if dividends or gain in respect of the shares are effectively connected with the conduct of a trade or business in the United States.

Non-U.S. Holders are urged to consult their own tax advisors regarding the application of U.S. federal withholding tax to the sale of shares pursuant to the tender offer, including the eligibility for withholding tax reductions or exemptions and refund procedures.

Backup Withholding

See Section 3 with respect to the application of the U.S. federal backup withholding tax.

14. Extension of the Tender Offer; Termination; Amendment.

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the tender offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. We also expressly reserve the right, in our sole discretion, to terminate the tender offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 hereof by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of the tender offer.

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Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to amend the tender offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the tender offer to holders of shares or by decreasing or increasing the number of shares being sought in the tender offer. Amendments to the tender offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Eastern time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the tender offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through PRnewswire or another comparable service.

If we materially change the terms of the tender offer or the information concerning the tender offer, we will extend the tender offer to the extent required by Rules 13e-4(d)(2) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (1) we increase or decrease the price to be paid for shares or increase or decrease the number of shares being sought in the tender offer and, if an increase in the number of shares being sought exceeds 2% of our outstanding shares and (2) the tender offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 14, the tender offer will be extended until the expiration of such period of ten business days.

15. Fees and Expenses.

We have retained Banc of America Securities LLC and Lehman Brothers Inc. to act as the Dealer Managers in connection with the tender offer. The Dealer Managers will each receive reasonable and customary fees for their services. We have also agreed to reimburse the Dealer Managers for reasonable out-of-pocket expenses incurred by them in connection with the tender offer, including reasonable fees and expenses of counsel, and to indemnify the Dealer Managers against certain liabilities in connection with the tender offer, including liabilities under the federal securities laws. Banc of America Securities has been retained as financial advisor to us, for which it will receive a fee of $1 million. Banc of America Securities and Lehman will act as joint lead arrangers, syndication agents and lenders under our new senior secured credit facilities, for which they will receive customary fees. We also expect that Banc of America Securities and Lehman will act as underwriters in our anticipated securitization, for which they will receive customary fees. Banc of America Securities has rendered various investment banking and other services to us in the past and Bank of America and Lehman may render such services in the future, for which they have received and may continue to receive customary compensation from us. In the ordinary course of their trading and brokerage activities, Banc of America Securities LLC and Lehman Brothers Inc. and their affiliates may hold positions, for their own accounts or for those of their customers, in our securities.

We have retained Georgeson Inc. to act as Information Agent and U.M.B. Bank, N.A. to act as Depositary in connection with the tender offer. The Information Agent may contact holders of shares by mail, telephone and in person and may request brokers, dealers, commercial banks, trust companies and other nominee stockholders to forward materials relating to the tender offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for specified reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the tender offer, including certain liabilities under the federal securities laws.

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We will not pay any fees or commissions to brokers or dealers (other than fees to the Dealer Managers and the Information Agent as described above) for soliciting tenders of shares pursuant to the tender offer. Stockholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs are applicable if stockholders tender shares through such brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding the tender offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of us, the Dealer Managers, the Information Agent or the Depositary for purposes of the tender offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares except as otherwise provided in this document and Instruction 9 in the Letter of Transmittal.

16. Miscellaneous.

We are not aware of any jurisdiction where the making of the tender offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the tender offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, the tender offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the tender offer to be made by a licensed broker or dealer, the tender offer shall be deemed to be made on our behalf by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of that jurisdiction.

We have filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the tender offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the tender offer. We have not authorized any person to give any information or to make any representations in connection with the tender offer other than those contained in this document or documents incorporated by reference or in the related Letter of Transmittal. If given or made, any recommendation or any such information or representations must not be relied upon as having been authorized by us or the Dealer Managers.

August 15, 2006.

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The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each stockholder or such stockholder’s broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Tender Offer is:

UMB BANK, N.A.

By Registered, Certified Mail or First Class Mail:	By Overnight Delivery:	By Facsimile Transmission (for Notice of Guaranteed Delivery for eligible institutions only):
Sonic Exchange c/o UMB Bank, N.A. P.O. Box 859208 Braintree, MA 02185-9208	Sonic Exchange c/o UMB Bank, N.A. 161 Bay State Drive Braintree, MA 02184	781-380-3388 For Confirmation receipt of fax call: (Eligible Institutions only) 781-843-1833 (ext. 200)

By Hand:

Sonic Exchange

c/o UMB Bank, N.A.

928 Grand Blvd.

5^th Floor

Kansas City, MO 64106

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions or requests for assistance may be directed to the Information Agent or the Dealer Managers at their respective telephone numbers and addresses set forth below. Requests for additional copies of the Offer to Purchase, the related Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and address set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer. To confirm delivery of shares, stockholders are directed to contact the Depositary.

The Information Agent for the Tender Offer is:

17 State Street

10^th Floor

New York, New York 10004

Banks and Brokerage Firms Please Call Collect: (212) 440-9800

All Others Call Toll Free: (866) 295-3782

The Dealer Managers for the Tender Offer are:

Banc of America Securities LLC	Lehman Brothers Inc.
9 West 57th Street New York, New York 10019 (212) 583-8502 (Call Collect) (888) 583-8900, ext. 8502 (Call Toll Free)	745 Seventh Avenue    New York, New York 10019    (888) 610-5877 (Call Toll Free)

EX-99.(A)(1)(II)

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock

(including the associated rights to purchase Series A Junior Preferred Stock)

of

SONIC CORP.

Pursuant to its Offer to Purchase

Dated August 15, 2006

THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, SEPTEMBER 22, 2006, UNLESS THE TENDER OFFER IS EXTENDED.

The Depositary for the Tender Offer is:

UMB BANK, N.A.

By Registered, Certified Mail or First Class Mail:	By Overnight Delivery:	By Hand:
Sonic Exchange c/o UMB Bank, N.A. P.O. Box 859208 Braintree, MA 02185-9208	Sonic Exchange c/o UMB Bank, N.A. 161 Bay State Drive Braintree, MA 02184	Sonic Exchange c/o UMB Bank, N.A. 928 Grand Blvd. 5th Floor Kansas City, MO 64166

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

THIS LETTER OF TRANSMITTAL MAY NOT BE USED TO TENDER SHARES HELD IN THE SONIC SAVINGS AND PROFIT SHARING PLAN OR STOCK PURCHASE PLAN. INSTEAD, YOU MUST USE THE SEPARATE “TENDER INSTRUCTION FORMS” SENT TO PARTICIPANTS IN THOSE PLANS.

You should use this Letter of Transmittal if you are tendering physical certificates or are causing the shares to be delivered by book-entry transfer to the Depositary’s account at The Depository Trust Company (“DTC”, which is hereinafter referred to as the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase.

Description of Shares Tendered
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share Certificate(s))	Shares Tendered (Attach additional list if necessary)
	Certificate Number(s)	Total Number of Shares Represented by Certificate(s)	Number of Shares Tendered*
	Total Shares
Indicate in this box the order (by certificate number) in which shares are to be purchased in the event of proration** 1st:                                 2nd:                                 3rd:                                 4th:   *  Unless otherwise indicated, it will be assumed that all shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 4. **  If you do not designate an order, in the event less than all shares tendered are purchased due to proration, shares will be selected for purchase by the Depositary.

If you desire to tender shares in the tender offer, but you cannot deliver your shares and all other required documents to the Depositary by the Expiration Date (as defined in the Offer to Purchase) or cannot comply with the procedures for book-entry transfer on a timely basis, you must tender your shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.

Additional Information if Shares Have Been Lost, Are Being Delivered By Book-Entry Transfer or Are Being Delivered Pursuant to a Previous Notice of Guaranteed Delivery

¨ Check here if tendered shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary and complete the following:

Name(s) of Tendering Stockholder(s)                                                                                                                                                                            

Date of Execution of Notice of Guaranteed Delivery                                                                                                                                               

Name of Institution which Guaranteed Delivery                                                                                                                                                       

If any certificate evidencing the shares you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated you should call UMB Bank, as Transfer Agent at (800) 884-4225, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. See Instruction 16.

¨ Check here if tendered shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the Book-Entry Transfer Facility and complete the following (only financial institutions that are participants in the system of any Book-Entry Transfer Facility may deliver shares by book-entry transfer):

Name of Tendering Institution                                                                                                                                                                                         

Account No.                                                                                                                                                                                                                            

Transaction Code No.                                                                                                                                                                                                          

2

NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER (See Instruction 5)

¨ The undersigned wants to maximize the chance of having Sonic Corp. purchase all the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Sonic Corp. pursuant to the tender offer. This action will result in receiving a price per share of as low as $19.50 or as high as $22.00. Note that this election could have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER (See Instruction 5)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price for the shares is less than the price checked. If the purchase price for the shares is equal to or greater than the price checked, then the shares purchased by Sonic Corp. will be purchased at the purchase price. A stockholder who desires to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price (unless those shares were previously tendered and withdrawn).

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

¨	$19.50	¨	$20.25	¨	$21.00	¨	$21.75
¨	$19.75	¨	$20.50	¨	$21.25	¨	$22.00
¨	$20.00	¨	$20.75	¨	$21.50

ODD LOTS

(See Instruction 6)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned:

¨ is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.

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CONDITIONAL TENDER

(See Instruction 17)

A tendering stockholder may condition his or her tender of shares upon Sonic Corp. purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by Sonic Corp. pursuant to the terms of the tender offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

¨ The minimum number of shares that must be purchased, if any are purchased, is:             shares

If, because of proration, the minimum number of shares designated will not be purchased, Sonic may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked the box below:

¨ The tendered shares represent all shares held by the undersigned.

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 8, 9 and 10)   To be completed ONLY if the check for the purchase price of shares purchased (less the amount of any U.S. federal income and backup withholding tax required to be withheld) and/or certificates for shares not tendered or not purchased are to be issued in the name of someone other than the undersigned or if shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by credit to an account at the Book-Entry Transfer Facility other than that designated above.   Issue    ¨  Check to: ¨  Share certificate(s) to:   Name(s)                                                                                           (Please Print)   Address                                                                                                (Taxpayer Identification No.) ¨        Credit shares delivered by book-entry transfer and not purchased to the account set forth below: Account Number:                                            SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 8, 9 and 10)   To be completed ONLY if the check for the purchase price of shares purchased (less the amount of any U.S. federal income and backup withholding tax required to be withheld) and/or certificates for shares not tendered or not purchased are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).   Deliver ¨  Check to: ¨  Share certificate(s) to:   Name                                                                                                (Please Print)   Address                                                                                             

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SIGN BELOW

(Please Complete and Return the Enclosed Substitute Form W-9)

Signature(s) of Owner(s)

Name(s)                                                                                                                                                                                                                                    

(Please Print)

Capacity (full title)                                                                                                                                                                                                                

Address

(Zip Code)                

(Tax Identification or Social Security Number)

(See Substitute Form W-9 Included Herewith)

Daytime Area Code and Telephone Number                                                                                                                                                              

Dated                                  , 2006

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by persons(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 8.)

Guarantee of Signature(s), if required

(See Instructions 1 and 8)

Name                                                                                                                                                                                                                                         

Title                                                                                                                                                                                                                                            

Name of Firm                                                                                                                                                                                                                          

Authorized Signature                                                                                                                                                                                                            

Address                                                                                                                                                                                                                                     

(Zip Code)                

Area Code and Telephone Number                                                                                                                                                                                 

Dated                                  , 2006

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Ladies and Gentlemen:

The undersigned hereby tenders to Sonic Corp., a Delaware corporation (“Sonic”), the above-described shares of common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A., as Successor Rights Agent pursuant to Sonic’s offer to purchase up to 25,454,545 shares at a price per share indicated in this Letter of Transmittal, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together, as amended or supplemented from time to time, constitute the tender offer).

The undersigned understands that it is the intent of Sonic to purchase up to $560 million of its shares in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, Sonic intends to exercise its right to purchase up to an additional 2%, or 1,708,685, of its outstanding shares without extending the tender offer so that it repurchases up to $560 million of its shares. Sonic also expressly reserves the right, in its sole discretion, to purchase additional shares subject to applicable legal requirements.

Subject to, and effective upon, acceptance for payment of and payment for the shares tendered herewith, the undersigned hereby sells, assigns and transfers to or upon the order of Sonic all right, title and interest in and to all the shares that are being tendered hereby and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to:

(1) deliver certificates for such shares, or transfer ownership of such shares on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Sonic;

(2) present such shares for transfer and cancellation on the books of Sonic; and

(3) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms of the tender offer.

The undersigned understands that Sonic will determine a single per share price, not greater than $22.00 nor less than $19.50 per share, that it will pay for shares validly tendered and not properly withdrawn pursuant to the tender offer, after taking into account the number of shares so tendered and the prices specified by tendering stockholders. The undersigned understands that Sonic will select the lowest purchase price that will allow it to purchase 25,454,545 shares or, if a lesser number of shares are validly tendered and not properly withdrawn, all such shares that are properly tendered and not properly withdrawn. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the tender offer and the “odd lot” priority, proration and conditional tender provisions described in the Offer to Purchase. The undersigned understands that all stockholders whose shares are purchased by Sonic will receive the same purchase price for each share purchased in the tender offer.

The undersigned hereby represents and warrants that the undersigned:

(1) has a net long position in shares at least equal to the number of shares being tendered;

(2) has full power and authority to tender, sell, assign and transfer the shares tendered hereby and that, when the same are accepted for payment by Sonic, Sonic will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; and

(3) will, upon request, execute and deliver any additional documents deemed by the Depositary or Sonic to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby.

The undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and Sonic upon the terms and subject to the conditions of the tender offer. The undersigned acknowledges that under no circumstances will Sonic pay interest on the purchase price.

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The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, Sonic may terminate or amend the tender offer or may postpone the acceptance for payment of, or the payment for, shares tendered or may accept for payment fewer than all of the shares tendered.

Unless otherwise indicated under “Special Payment Instructions”, please issue the check for the purchase price of any shares purchased (less the amount of any U.S. federal income or backup withholding tax required to be withheld), and return any shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility designated above. Similarly, unless otherwise indicated under “Special Delivery Instructions”, please mail the check for the purchase price of any shares purchased (less the amount of any U.S. federal income or backup withholding tax required to be withheld) and any certificates for shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check for the purchase price of any shares purchased (less the amount of any U.S. federal income or backup withholding tax required to be withheld) and return any shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

The undersigned recognizes that Sonic has no obligation, pursuant to the “Special Payment Instructions,” to transfer any shares from the name of the registered holder(s) thereof, if Sonic does not accept for payment any of the shares so tendered.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

IF YOU PARTICIPATE IN THE SAVINGS AND PROFIT SHARING PLAN OR THE STOCK PURCHASE PLAN, YOU MUST NOT USE THIS LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THE SHARES ATTRIBUTABLE TO YOUR ACCOUNT. INSTEAD, YOU MUST USE THE SEPARATE LETTERS TO PARTICIPANTS AND DIRECTION FORMS SENT TO PARTICIPANTS IN THOSE PLANS. IF YOU PARTICIPATE IN THE SAVINGS AND PROFIT SHARING PLAN OR THE STOCK PURCHASE PLAN, YOU SHOULD READ THE SEPARATE LETTERS TO PARTICIPANTS AND DIRECTION FORMS AND RELATED MATERIALS CAREFULLY.

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program (an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of shares) tendered herewith and such holder(s) have not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on this Letter of Transmittal or (b) if such shares are tendered for the account of an Eligible Institution. See Instruction 10. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents may also need to be guaranteed. See Instruction 8.

2. Delivery of Letter of Transmittal and Shares; Guaranteed Delivery Procedure. You should use this Letter of Transmittal only if you are (a) forwarding certificates with this Letter of Transmittal or (b) causing the shares to be delivered by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. In order for you to validly tender shares, certificates for all physically delivered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the Depositary’s account at the Book-Entry Transfer Facility, as well as a properly completed and duly executed Letter of Transmittal or an Agent’s Message in connection with book-entry transfer and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal by the Expiration Date (as defined in the Offer to Purchase).

Agent’s Message. The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary, which states that the Book-Entry Transfer Facility has received an acknowledgment from the participant in the Book-Entry Transfer Facility tendering the shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and Sonic may enforce such agreement against them.

Guaranteed Delivery. If you cannot deliver your shares and all other required documents to the Depositary by the Expiration Date or the procedure for book-entry transfer cannot be completed on a timely basis, you must tender your shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure:

(a) such tender must be made by or through an Eligible Institution;

(b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by Sonic must be received by the Depositary by the Expiration Date, specifying the price at which shares are being tendered, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and

(c) the certificates for all physically delivered shares, or a confirmation of a book-entry transfer of all shares delivered electronically into the Depositary’s account at the Book-Entry Transfer Facility, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees or an Agent’s Message and any other documents required by this Letter of Transmittal, must be received by the Depositary within three Nasdaq National Market trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase.

The method of delivery of all documents, including share certificates, is at your option and risk. If you choose to deliver the documents by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

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Except as specifically permitted by Section 6 of the Offer to Purchase, Sonic will not accept any alternative, conditional or contingent tenders, and no fractional shares will be purchased. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of the shares.

3. Inadequate Space. If the space provided in the box captioned “Description of Shares Tendered” is inadequate, then you should list the certificate numbers and/or the number of shares on a separate signed schedule attached hereto.

4. Partial Tenders (Not applicable to stockholders who tender by book-entry transfer. If you wish to tender fewer than all of the shares represented by any certificates that you deliver to the Depositary, fill in the number of shares which are to be tendered in the box entitled “Number of Shares Tendered”. In such case, a new certificate for the remainder of the shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable after the expiration or termination of the tender offer. Unless you indicate otherwise, all shares represented by certificates delivered to the Depositary will be deemed to have been tendered. In the case of shares tendered by book-entry transfer at the Book-Entry Transfer Facility, the shares will be credited to the appropriate account maintained by the tendering stockholder at the Book-Entry Transfer Facility. In each case, shares will be returned or credited without expense to the stockholder.

5. Indication of Price at Which Shares Are Being Tendered. In order to validly tender by this Letter of Transmittal, you must either:

(a) check the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer”; OR

(b) check the box indicating the price per share at which you are tendering shares under “Shares Tendered at Price Determined by Stockholder.”

By checking the box under “Shares Tendered at Price Determined Pursuant to the Tender Offer” you agree to accept the purchase price resulting from the tender offer process, which may be as low as $19.50 or as high as $22.00 per share. Note that this election could have the effect of decreasing the price at which we purchase tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share. By checking a box under “Shares Tendered at Price Determined by Stockholder,” you acknowledge that doing so could result in none of the shares being purchased if the purchase price for the shares is less than the price that you checked.

You may only check one box. If you check more than one box or no boxes, then you will not be deemed to have validly tendered your shares. If you wish to tender portions of your share holdings at different prices, you must complete a separate Letter of Transmittal for each price at which you wish to tender each such portion of your shares. You cannot tender the same shares at more than one price (unless you previously tendered and withdrew those shares, as provided in Section 4 of the Offer to Purchase).

6. Odd Lots. As described in Section 1 of the Offer to Purchase, if Sonic purchases less than all shares tendered and not properly withdrawn before the Expiration Date, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares and who tenders all of such shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots.”

7. Order of Purchase in Event of Proration. Stockholders may specify the order in which their shares are to be purchased in the event that as a result of the proration provisions or otherwise, some but not all of the tendered shares are purchased in the tender offer. The order of purchase may have an effect on the United States federal income tax treatment of the purchase for the shares purchased. See Section 1 and Section 13 of the Offer to Purchase.

8. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

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(b) Joint Holders. If any of the shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

(c) Different Names on Certificates. If any of the shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on certificates or stock powers where payment of the purchase price is to be made, or shares not tendered or not purchased are to be returned in the name of any person other than the registered holder(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted.

9. Stock Transfer Taxes. Except as provided in this Instruction 9, Sonic will pay any stock transfer taxes with respect to the sale and transfer of any shares to it or its order pursuant to the tender offer. If, however, payment of the purchase price is to be made to, or shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or tendered shares are registered in the name of a person other than the name of the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from the purchase price by the Depositary, unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

10. Special Payment and Delivery Instructions. If the check for the purchase price of any shares purchased is to be issued and any shares not tendered or not purchased are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the check and any certificates for shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the boxes captioned “Special Delivery Instructions” and/or “Special Payment Instructions” on this Letter of Transmittal should be completed.

11. Tax Identification Number and Backup Withholding. Under the U.S. federal backup withholding tax rules, 28% of the gross proceeds payable to a stockholder or other payee pursuant to the tender offer must be withheld and remitted to the U.S. Internal Revenue Service (“IRS”) unless the stockholder or other payee provides its taxpayer identification number (“TIN”) (employer identification number or social security number) to the Depositary (as payer) and complies with applicable certification requirements or otherwise establishes an exemption. Therefore, each tendering stockholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless such stockholder otherwise establishes to the satisfaction of the Depositary that it is not subject to backup withholding. If the Depositary is not provided with the correct TIN or another adequate basis for exemption, the tendering stockholder also may be subject to penalties imposed by the IRS. The box in Part 3 of the form should be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Depositary is not provided with a TIN prior to payment, the Depositary will withhold 28% on all such payments. If withholding results in an overpayment of taxes, a refund may be obtained. Certain “exempt recipients” (including, among others, certain Non-U.S. Holders (as defined below) and

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corporations) are not subject to these backup withholding requirements. In order for a Non-U.S. Holder to qualify as an exempt recipient, that stockholder must submit an IRS Form W-8BEN (or other applicable IRS Form), signed under penalties of perjury, attesting to that stockholder’s exempt status. Such statement can be obtained from the Depositary.

12. Withholding on Non-U.S. Holders. Even if a Non-U.S. Holder (as defined below) has provided the required certification to avoid backup withholding, the Depositary intends to withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-U.S. Holder or such holder’s agent unless we reasonably determine that we will not have earnings and profits, as determined under U.S. federal income tax principles, or the Depositary determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption form withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. In general, a “Non-U.S. Holder” is any stockholder that for U.S. federal income tax purposes is not (i) a citizen or resident of the United States, (ii) a corporation or (or other entity treated as a corporation) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of the source of such income, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all of the substantial decisions of the trust, or (b) the trust is considered a U.S. person for U.S. federal income tax purposes pursuant to an election made under applicable Treasury regulations. In order to obtain a reduced rate of withholding pursuant to income tax treaty, a Non-U.S. Holder must deliver to the Depositary before the payment a properly completed and executed IRS Form W-8BEN (or other applicable IRS Form). In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the tender offer are effectively connected with the conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI. The Depositary will determine a stockholder’s status as a Non-U.S. Holder and eligibility for a reduced rate of, or an exemption from, withholding (e.g., IRS Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that such reliance is not warranted. A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Holder meets those tests described in Section 13 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due.

NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL INCOME TAX WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR EXEMPTION, AND THE REFUND PROCEDURE.

13. Irregularities. All questions as to purchase price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by Sonic in its sole discretion, which determinations shall be final and binding on all parties. Sonic reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of Sonic’s counsel, be unlawful. Sonic also reserves the absolute right to waive any of the conditions of the tender offer and any defect or irregularity in the tender of any particular shares, and Sonic’s interpretation of the terms of the tender offer (including these instructions) will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Sonic shall determine. None of Sonic, the Dealer Managers, the Depositary, the Information Agent (as the foregoing are defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

14. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase and this Letter of Transmittal should be directed to the Information Agent or the Dealer Managers at their respective addresses and telephone numbers set forth below on page 15.

15. Stock Option Plans. If you hold vested options in any of the Company’s stock option plans, then you may exercise such vested options as indicated in the instructions separately sent to you by paying the cash exercise price and receiving shares which you may then tender by following the instructions set forth in the Offer to Purchase and this Letter of Transmittal.

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16. Lost, Stolen, Destroyed or Mutilated Certificates. If your certificate or certificates for part or all of your shares has been lost, stolen, destroyed or mutilated, you should call UMB Bank, as Transfer Agent, at (800) 884-4225 regarding the requirements for replacement at the address set forth on the cover page of this Letter of Transmittal. You may be required to post a bond to secure against the risk that the certificate may be subsequently recirculated. You are urged to contact the UMB Bank immediately in order to receive further instructions, for a determination as to whether you will need to post a bond and to permit timely processing of this documentation.

17. Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, stockholders may condition their tenders on all or a minimum number of their tendered shares being purchased. If you wish to make a conditional tender you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased.

As discussed in Sections 1 and 6 of the Offer to Purchase, proration may affect whether Sonic accepts conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of shares would not be purchased. If, because of proration, the minimum number of shares that you designate will not be purchased, Sonic may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and check the box so indicating. Upon selection by random lot, if any, Sonic will limit its purchase in each case to the designated minimum number of shares.

All tendered shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. If you are an “odd lot” holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration. The conditional tender alternative is made available for tendering stockholders seeking to take steps to have shares sold pursuant to the tender offer treated as a sale or exchange of such shares by the stockholder, rather than a distribution to the stockholder, for U.S. federal income tax purposes. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased from the stockholder in order for the stockholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result in all cases. See Section 13 of the Offer to Purchase. Each stockholder is urged to consult his or her own tax advisor.

This Letter of Transmittal, properly completed and duly executed, together with certificates representing shares being tendered (or confirmation of book-entry transfer) and all other required documents, must be received before 5:00 p.m., Eastern time, on the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery.

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IMPORTANT TAX INFORMATION

Under the U.S. federal income tax law, a stockholder whose tendered shares are accepted for payment is required by law to provide the Depositary (as payer) with such stockholder’s correct TIN on Substitute Form W-9 above (or that such stockholder is awaiting a TIN). If such stockholder is an individual, the TIN is such stockholder’s social security number. If the depositary is not provided with the correct TIN, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service, or IRS, and payments that are made to such stockholder with respect to shares purchased pursuant to the tender offer may be subject to backup withholding of 28%.

Certain stockholders including, among others, certain corporations and certain Non-U.S. Holders, are not subject to these backup withholding requirements. In order for a Non-U.S. Holder to qualify as an exempt recipient, such stockholder must submit an appropriate IRS Form W-8BEN (or substitute form), signed under penalties of perjury, attesting to such stockholder’s exempt status. An IRS Form W-8BEN can be obtained from the depositary. Exempt stockholders should furnish their TIN, check the “Exempt TIN” box in Part 4, and sign, date and return the Substitute Form W-9 to the Deputy. See the accompanying Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. A stockholder should consult his or her tax advisor as to such stockholder’s qualification for an exemption from backup withholding and the procedure for obtaining such exemption.

If backup withholding applies, the depositary is required to withhold 28% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to shares purchased pursuant to the tender offer, the stockholder is required to notify the Depositary of such stockholder’s correct TIN by completing the enclosed Substitute Form W-9 below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN) and (b) that (i) such stockholder has not been notified by the IRS that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the IRS has notified such stockholder that such stockholder is no longer subject to backup withholding.

What Number to Give the Depositary

The stockholder is required to give the Depositary the social security number or employer identification number of the record holder of the shares tendered hereby. If the shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should check the “Awaiting TIN” box in Part 3, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If the “Awaiting TIN” box is checked in Part 3 and the depositary is not provided with a TIN by the time for payment, the depositary will withhold 28% of all payments of the purchase price to such stockholder.

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Payer’s Name:  UMB Bank, N. A.
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”)	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number(s) OR Employer Identification Number(s)
	Part 2—Certification—Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); (2)    I am not subject to backup withholding because (a) I am exempt from withholding or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3)    I am a U.S. person (including a U.S. resident alien)

Certification Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax returns. However, if after being notified by the IRS stating that you were subject to backup withholding you received another notification from the IRS stating you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 4.

Part 3 Awaiting TIN  ¨ Part 4 Exempt TIN  ¨

Signature:                                                    Date:                         , 2006 Name (Please Print):                                                                                         Address (Please Print):

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER TO PURCHASE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THIS SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and that either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary by the time of payment, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature Date

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The Information Agent for the Offer is:

17 State Street, 10^th Floor New York, New York 10004

Banks and Brokerage Firms Please Call Collect: (212) 440-9800

All Others Call Toll Free: (866) 295-3782

The Dealer Managers for the Offer are:

Banc of America Securities LLC	Lehman Brothers Inc.
9 West 57th Street New York, New York 10019 (212) 583-8502 (Call Collect) (888) 583-8900, ext. 8502 (Call Toll Free)	745 Seventh Avenue New York, New York 10019 (888) 610-5877 (Call Toll Free)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor.

For this type of account:		Give the name and SOCIAL SECURITY/ EMPLOYER IDENTIFICATION number of:
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporation or LLC electing corporate status on IRS Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax- exempt organization	The organization
l0.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) Owner must show his individual name or business name, as the case may be, but may also enter his business or “DBA” name. Owner may use either owner’s social security number or owner’s employer identification number.

(4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Resident alien individuals: If you are a resident alien individual and you do not have, and are not eligible to get, a social security number, your taxpayer identification number is your individual taxpayer identification number (“ITIN”) as issued by the Internal Revenue Service. Enter it on the portion of the Substitute Form W-9 where the social security number would otherwise be entered. If you do not have an ITIN, see “Obtaining a Number” below.

Name: If you are an individual, generally provide the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name and both the last name shown on your social security card and your new last name.

Obtaining a Number: If you do not have a taxpayer identification number, obtain IRS Form SS-5, Application for a Social Security Card (for individuals), or IRS Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the IRS and apply for a number. Resident alien individuals who are not eligible to get a social security number and need an ITIN should obtain IRS Form W-7, Application for IRS Individual Taxpayer Identification Number, from the IRS.

Payees and Payments Exempt from Backup Withholding: The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except the payee in item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. For barter exchange transactions and patronage dividends, payees listed in (1) through (5) are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). Unless otherwise indicated, all “section” references are to sections of the Internal Revenue Code of 1986, as amended (the “Code”).

(1) An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

(2) The United States or any of its agencies or instrumentalities.

(3) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

(4) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(5) An international organization or any of its agencies or instrumentalities.

(6) A corporation.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

• Payments of patronage dividends where the amount received is not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of your trade or business and you have not provided your correct taxpayer identification number to the payor.

• Payments of tax-exempt interest (including exempt-interest dividends under section 852).

• Payments described in section 6049(b)(5) to non-resident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Payments of mortgage or student loan interest to you.

Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. File this form with the Payor; furnish your taxpayer identification number; indicate that you are exempt on the face of the form, sign and date the form and return it to the Payor. If you are a non-resident alien or a foreign entity not subject to backup withholding, file with Payor the appropriate completed Internal Revenue Service Form W-8 (or successor form).

Certain payments other than interest, dividends and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code and the Treasury regulations promulgated thereunder.

Privacy Act Notice — Section 6109 requires most recipients of dividend, interest, or other payments to give their correct taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to verify the accuracy of tax returns. The IRS also may provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold tax from payments of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. The current rate of such withholding tax is 28%. Certain penalties may also apply.

Penalties

(1) Penalty for failure to furnish taxpayer identification number — If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for false information with respect to withholding — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for falsifying information — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.(A)(1)(III)

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY

(Not To Be Used For Signature Guarantee)

To Tender Shares of Common Stock

of

SONIC CORP.

Pursuant to its Offer to Purchase dated August 15, 2006

THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, SEPTEMBER 22, 2006,

UNLESS THE TENDER OFFER IS EXTENDED.

As set forth in Section 3 of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the tender offer (as defined below) if (1) certificates for shares of common stock, $0.01 par value per share, of Sonic Corp. and all other documents required by the Letter of Transmittal cannot be delivered to the Depositary or (2) the procedures for book-entry transfer cannot be completed by the Expiration Date (as defined in the Offer to Purchase). This form may be delivered by hand, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Tender Offer is:

UMB BANK, N.A.

By Registered, Certified Mail or First Class Mail: Sonic Exchange c/o UMB Bank, N.A. P.O. Box 859208 Braintree, MA 02185-9208	By Overnight Delivery: Sonic Exchange c/o UMB Bank, N.A. 161 Bay State Drive Braintree, MA 02184	By Facsimile Transmission (for Notice of Guaranteed Delivery eligible institutions only): 781-380-3388
	By Hand: Sonic Exchange c/o UMB Bank, N.A. 928 Grand Blvd. 5th Floor Kansas City, MO 64106	For Confirmation of receipt of fax call: (Eligible Institutions Only) 781-843-1833 (ext. 200)

Delivery of this Notice of Guaranteed Delivery to an address other than those shown above or transmission of instructions via a facsimile number other than that listed above does not constitute a valid delivery. Deliveries to the Book-Entry Transfer Facility (as defined in the Offer to Purchase) does not constitute valid delivery to the Depositary.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Sonic Corp. (“Sonic”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”) and the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the tender offer), receipt of which is hereby acknowledged, the number (indicated below) of shares of common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock (the “rights”) issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A. as successor Rights Agent, of Sonic, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

NUMBER OF SHARES BEING TENDERED HEREBY:                      SHARES

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

(See Instruction 5 of The Letter of Transmittal)

¨ The undersigned wants to maximize the chance of having Sonic purchase all the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Sonic pursuant to the tender offer. This action will result in receiving a price per share of as low as $19.50 or as high as $22.00.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(See Instruction 5 of The Letter of Transmittal)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price for the shares is less than the price checked. If the purchase price for the shares is equal to or greater than the price checked, then the shares purchased by Sonic will be purchased at the purchase price. A stockholder who desires to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price (unless those shares were previously tendered and withdrawn).

PRICE (IN DOLLARS) PER SHARE AT

WHICH SHARES ARE BEING TENDERED

¨	$19.50	¨	$20.25	¨	$21.00	¨	$21.75
¨	$19.75	¨	$20.50	¨	$21.25	¨	$22.00
¨	$20.00	¨	$20.75	¨	$21.50

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ODD LOTS

(See Instruction 6 of the Letter of Transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

¨ By checking this box, the undersigned represents that it is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.

CONDITIONAL TENDER

(See Instruction 17 of the Letter of Transmittal)

A tendering stockholder may condition his or her tender of shares upon Sonic purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by Sonic pursuant to the terms of the tender, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

¨ The minimum number of shares that must be purchased, if any are purchased, is:                      shares

If, because of proration, the minimum number of shares designated will not be purchased, Sonic may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked the box below:

¨ The tendered shares represent all shares held by the undersigned.

Certificate Nos. (if available):

If shares will be tendered by book-entry transfer:

Name of Tendering Institution:                                                                                                                                                                

Account No.:                                                                                   at The Depository Trust Company

SIGN HERE

Signature(s)

Dated:                                                                                       , 2006

Name(s) of Stockholders:

(Please Type or Print)

(Address)

(Zip Code)

(Area Code and Telephone No.)

(Taxpayer ID No. or Social Security No.)

3

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office, branch or agency in the United States, or otherwise an “eligible institution” within the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees (a) that the above named person(s) “own(s)” the shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b) that such tender of shares complies with Rule 14e-4 and (c) to deliver to the Depositary the shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal with any required signature guarantee, unless an Agent’s Message (as defined in the Offer to Purchase) in the case of book-entry transfer is utilized, and any other required documents, all within (3) three Nasdaq National Market trading days of the date hereof.

(Name of Firm)

(Authorized Signature)

(Name)

(Address)

(Zip Code)

(Area Code and Telephone No.)

Dated:                                 , 2006

DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL

4

EX-99.(A)(1)(IV)

Exhibit (a)(1)(iv)

Offer by

SONIC CORP.

To Purchase For Cash

Up to 25,454,545 Shares of its Common Stock (including the Associated Rights to Purchase Series A Junior Preferred Stock) At a Purchase Price of Not Greater Than $22.00 Nor Less Than $19.50 Per Share

THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, SEPTEMBER 22, 2006, UNLESS THE TENDER OFFER IS EXTENDED.

To Our Clients:

Enclosed for your consideration are the Offer to Purchase dated August 15, 2006 and the related Letter of Transmittal (which together, as may be amended or supplemented from time to time, constitute the tender offer) in connection with the tender offer by Sonic Corp., a Delaware corporation (“Sonic” or the “Company”), to purchase for cash up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock (the “rights”) issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A. as successor Rights Agent, at a price specified by its stockholders not greater than $22.00 nor less than $19.50 per share, without interest, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase and the related Letter of Transmittal.

We are the holder of record of shares held for your account. As such, only we, pursuant to your instructions, can tender your shares. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender shares held by us for your account.

The Company will determine a single per share price, not greater than $22.00 nor less than $19.50 per share, that it will pay for the shares properly tendered and not properly withdrawn pursuant to the tender offer taking into account the number of shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price that will allow it to purchase 25,454,545 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. The Company will purchase all shares validly tendered at prices at or below the purchase price and not properly withdrawn upon the terms and subject to the conditions set forth in the tender offer to Purchase and the related Letter of Transmittal, including the provisions relating to “odd lot” tenders, proration and conditional tender described in the tender offer to Purchase.

Shares tendered at prices in excess of the purchase price and shares not purchased in the tender offer will be returned to the tendering stockholders at the Company’s expense promptly after the expiration of the tender offer. As described in the Offer to Purchase, in the event the final price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, the Company intends to exercise its right to purchase up to an additional 2%, or 1,708,685, of its outstanding shares without extending the tender offer so that it repurchases up to $560 million of its shares. By way of example, if the final price is the minimum purchase price of $19.50 per share, the Company intends to purchase up to an additional 1,708,685 of its outstanding shares to the extent tendered in the tender offer. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1 of the Offer to Purchase.

As described in the Offer to Purchase, if fewer than all shares properly tendered and not properly withdrawn at or below the purchase price are to be purchased by the Company, the Company will purchase tendered shares in the following order of priority:

• first, from all holders of “odd lots” (holders of less than 100 shares) who properly tender all their shares at or below the purchase price selected by the Company;

1

• second, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by the Company; and

• third, only if necessary to permit the Company to purchase 25,454,545 shares (or such greater number of shares as the Company may elect to purchase, subject to applicable law) from holders who have tendered shares subject to the condition that a specified minimum number of the holder’s shares be purchased if any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) at or below the purchase price by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have properly tendered all of their shares. See Section 6 of the Offer to Purchase.

We request instructions as to whether you wish us to tender any or all of the shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. You may tender shares at a price not greater than $22.00 nor less than $19.50 per share, as indicated in the attached Instruction Form.

2. The tender offer, the proration period and withdrawal rights expire at 5:00 p.m., Eastern time, on Friday, September 22, 2006 unless the tender offer is extended by the Company.

3. The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions, including the receipt of financing. See Section 7 of the Offer to Purchase.

4. The tender offer is for 25,454,545 shares, constituting approximately 30% of our outstanding shares as of July 31, 2006.

5. Tendering stockholders who are registered stockholders or who tender their shares directly to UMB Bank, N.A., the Depositary, will not be obligated to pay any brokerage commissions or fees to the Company or the Dealer Managers, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Company’s purchase of shares pursuant to the tender offer.

6. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered.

7. If you hold beneficially or of record an aggregate of fewer than 100 shares, and you instruct us to tender on your behalf all such shares at or below the purchase price before the Expiration Date (as defined in the Offer to Purchase) and check the box captioned “Odd Lots” on the attached Instruction Form, the Company, on the terms and subject to the conditions of the tender offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered at or below the purchase price and not properly withdrawn.

8. If you wish to condition your tender upon the purchase of all shares tendered or upon the Company’s purchase of a specified minimum number of the shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. The Company’s purchase of shares from all tenders which are so conditioned will be determined by random lot. To elect such a condition complete the section captioned “Conditional Tender” in the attached Instruction Form.

If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your shares, all such shares will be tendered unless otherwise specified on the Instruction Form.

2

YOUR PROMPT ACTION IS REQUESTED. YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT THE TENDER ON YOUR BEHALF BEFORE THE EXPIRATION OF THE TENDER OFFER.

The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In those jurisdictions the laws of which require that the tender offer be made by a licensed broker or dealer, the tender offer shall be deemed to be made on behalf of the Company by Banc of America Securities LLC or Lehman Brothers Inc., the Dealer Managers for the tender offer, or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

3

INSTRUCTION FORM

With Respect to the Offer by

SONIC CORP.

to Purchase for Cash Up to 25,454,545 Shares of its Common Stock

(including the Associated Rights to Purchase Series A Junior Preferred Stock)

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated August 15, 2006 and the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the tender offer), in connection with the offer by Sonic Corp. (“Sonic”) to purchase up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock (the “rights”) issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A. as successor Rights Agent, at a price not greater than $22.00 nor less than $19.50 per share, without interest.

The undersigned hereby instruct(s) you to tender to Sonic the number of shares indicated below or, if no number is indicated, all shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal.

NUMBER OF SHARES BEING TENDERED HEREBY:              SHARES*

* Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER OFFER

(See Instruction 5 of the Letter of Transmittal)

¨ The undersigned wants to maximize the chance of having Sonic purchase all the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Sonic pursuant to the tender offer. This action will result in receiving a price per share of as low as $19.50 or as high as $22.00.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

(See Instruction 5 of the letter of Transmittal)

By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price for the shares is less than the price checked. If the purchase price for the shares is equal to or greater than the price checked, then the shares purchased by Sonic will be purchased at the purchase price. A stockholder who desires to tender shares at more than one price must complete a separate Instruction Form for each price at which shares are tendered. The same shares cannot be tendered at more than one price (unless those shares were previously tendered and withdrawn).

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PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

¨ $19.50	¨ $20.25	¨ $21.00	¨ $21.75
¨ $19.75	¨ $20.50	¨ $21.25	¨ $22.00
¨ $20.00	¨ $20.75	¨ $21.50

ODD LOTS

(See Instruction 6 of the Letter of Transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares.

¨ By checking this box, the undersigned represents that it is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.

CONDITIONAL TENDER

(See Instruction 16 of the Letter of Transmittal)

A tendering stockholder may condition his or her tender of shares upon Sonic purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by Sonic pursuant to the terms of the tender offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional.

¨ The minimum number of shares that must be purchased, if any are purchased, is:              shares

If, because of proration, the minimum number of shares designated will not be purchased, Sonic may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked the box below:

¨ The tendered shares represent all shares held by the undersigned.

THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

SIGN HERE

Signature(s):                                                                                                                                                                                                    

Name(s):                                                                                                                                                                                                           

(PLEASE PRINT)

Taxpayer Identification or Social Security Number:                                                                                                                        

Address(es):

(INCLUDING ZIP CODE)

Area Code/Phone Number:                                                                                                                                                                         

Date:                                                                                                                                                                                                                    

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EX-99.(A)(1)(V)

Exhibit (a)(1)(v)

Offer by

SONIC CORP.

To Purchase For Cash

Up to 25,454,545 Shares of its Common Stock

(including the Associated Rights to Purchase Series A Junior Preferred Stock)

At a Purchase Price of Not Greater Than $22.00 Nor Less Than $19.50 Per Share

THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS

WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY,

SEPTEMBER 22, 2006, UNLESS THE TENDER OFFER IS EXTENDED.

August 15, 2006

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed by Sonic Corp., a Delaware corporation (the “Company”), to act as Dealer Managers in connection with the Company’s offer to purchase up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock (the “rights”) issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A. as successor Rights Agent, at a price not greater than $22.00 nor less than $19.50 per share, without interest, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”) and the related Letter of Transmittal (which together, as may be amended or supplemented from time to time, constitute the tender offer).

The Company will determine a single per share price, not greater than $22.00 nor less than $19.50 per share, that it will pay for the shares properly tendered and not properly withdrawn pursuant to the tender offer taking into account the number of shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price that will allow it to purchase 25,454,545 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not validly withdrawn. The Company will purchase all shares validly tendered at prices at or below the purchase price and not validly withdrawn upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, including the provisions relating to “odd lot” tenders, proration and conditional tender described in the Offer to Purchase.

Shares tendered at prices in excess of the purchase price and shares not purchased in the tender offer will be returned to the tendering Stockholders at the Company’s expense promptly after the expiration of the tender offer. As described in the Offer to Purchase, in the event the final price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, the Company intends to exercise its right to purchase up to an additional 2%, or 1,708,685, of its outstanding shares without extending the tender offer so that it repurchases up to $560 million of its shares. By way of example, if the final price is the minimum purchase price of $19.50 per share, the Company intends to purchase up to an additional 1,708,685 of its outstanding shares to the extent tendered in the tender offer. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares subject to applicable legal requirements. See Section 1 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. Offer to Purchase dated August 15, 2006;

2. Letter of Transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding;

3. Notice of Guaranteed Delivery to be used to accept the tender offer if the shares and all other required documents cannot be delivered to the Depositary by the Expiration Date (as defined in the Offer to Purchase) or if the procedure for book-entry transfer cannot be completed on a timely basis;

4. A form of letter that you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the tender offer; and

5. Return envelope addressed to UMB Bank, N.A., the Depositary, for your use only.

THE TENDER OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 7 OF THE OFFER TO PURCHASE.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, SEPTEMBER 22, 2006, UNLESS THE TENDER OFFER IS EXTENDED.

For shares to be properly tendered pursuant to the tender offer, (1) the share certificates or confirmation of receipt of such shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary, or (2) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal.

The Company will not pay any fees or commissions to any broker or dealer or other person (other than the Dealer Managers and Information Agent as described in the Offer to Purchase) for soliciting tenders of shares pursuant to the tender offer. The Company will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Company will pay all stock transfer taxes applicable to its purchase of shares pursuant to the tender offer, subject to Instruction 9 of the Letter of Transmittal. No broker, dealer, bank, trust company or fiduciary shall be deemed to be either our agent or the agent of the Company, the Information Agent or the Depositary for the purpose of the tender offer.

Any inquiries you may have with respect to the tender offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

Banc of America Securities LLC

Lehman Brothers Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.(A)(1)(VI)

Exhibit(a)(1)(vi)

Nationwide Trust Company

Letter to the Participants

In The Sonic Corp. Savings and Profit Sharing Plan

Offer to Purchase Common Stock of Sonic Corp.

August 15, 2006

Dear Participants in the Sonic Corp. Savings and Profit Sharing Plan (the “401(k) Plan”):

General

As you may already know, Sonic Corp. (the “Company”) has recently announced its offer to purchase up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock issued under the Rights Agreement, as amended, between the Company and UMB Bank, n.a., as successor Rights Agent, at a price not greater than $22.00 nor less than $19.50 per share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which together, as they may be amended or supplemented from time to time, constitute the tender offer. The tender offer is being extended to all of the Company’s stockholders, including all participants in the 401(k) Plan with respect to whom any of their 401(k) Plan accounts are invested in the Company’s common stock.

This letter describes some, but not all, of the general terms of the tender offer and additional terms and conditions that are applicable only to participants in the 401(k) Plan. This letter, along with the Offer to Purchase and the Letter of Transmittal, has been sent to you for your review because you are a participant in the 401(k) Plan who has shares of the Company’s common stock in your 401(k) Plan account. We urge you to read all of these documents carefully. Please note, however, that the Letter of Transmittal is for informational purposes only. YOU SHOULD NOT USE THE LETTER OF TRANSMITTAL TO TENDER SHARES HELD IN YOUR 401(k) PLAN ACCOUNT. YOU MUST INSTEAD USE THE ENCLOSED DIRECTION FORM AND FOLLOW THE INSTRUCTIONS SET FORTH IN THIS LETTER TO TENDER SHARES HELD IN YOUR 401(k) PLAN ACCOUNT. For more information about the terms and conditions applicable to shares held in the 401(k) Plan, please see the section entitled “Terms and Conditions for Tendering Shares Held in the 401(k) Plan” below.

The Tender Offer: Price and Proration

The Company will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $22.00 nor less than $19.50 per share, that it will pay for the shares validly tendered pursuant to the tender offer and not properly withdrawn, taking into account the number of shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price that will allow it to purchase 25,454,545 shares or if a lesser number of shares are validly tendered, such lesser number as are validly tendered and not properly withdrawn. All stockholders whose shares are purchased by the Company will receive the purchase price for each share purchased in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, the Company intends to exercise its right to purchase up to an additional 2%, or 1,708,685, of its outstanding shares of common stock without extending the tender offer so that it repurchases up to $560 million of its shares. By way of example, if the purchase price is the minimum purchase price of $19.50 per share, the Company intends to exercise its right to purchase up to an additional 1,708,685 of its outstanding shares to the extent tendered in the tender offer. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares subject to applicable legal requirements.

AS A PARTICIPANT IN THE 401(k) PLAN, YOU SHOULD BE AWARE THAT THE 401(k) PLAN IS PROHIBITED FROM SELLING SHARES TO THE COMPANY FOR A PRICE THAT IS LESS THAN THE PREVAILING MARKET PRICE. ACCORDINGLY, IF YOU ELECT TO TENDER SHARES HELD IN YOUR 401(k) PLAN ACCOUNT AT A PRICE THAT IS LOWER THAN THE CLOSING SALE PRICE OF SHARES ON THE NASDAQ NATIONAL MARKET (“NASDAQ”) ON FRIDAY, SEPTEMBER 22, 2006, THE EXPIRATION DATE (AS DEFINED BELOW) OF THE TENDER OFFER, THE TENDER PRICE YOU ELECT WILL BE DEEMED TO HAVE BEEN INCREASED TO THE CLOSEST TENDER PRICE THAT IS NOT LESS THAN THAT CLOSING PRICE. THIS MAY RESULT IN SUCH SHARES NOT BEING ELIGIBLE FOR PURCHASE. ADDITIONALLY, IF THE PREVAILING MARKET PRICE IS HIGHER THAN THE HIGHEST TENDER PRICE (i.e., $22.00), YOUR SHARES WILL NOT BE ELIGIBLE FOR PURCHASE.

Upon the terms and subject to the conditions of the tender offer, if more than 25,454,545 shares, or such greater number of shares as the Company may elect to purchase subject to applicable law, have been validly tendered and not properly withdrawn prior to 5:00 p.m., Eastern Time, on Friday, September 22, 2006 (such date and time, as the same may be extended, the “Expiration Date”), at prices at or below the purchase price, the Company will purchase shares on the following basis:

1. all shares properly tendered before the Expiration Date from all holders of an aggregate of fewer than 100 shares (“odd lots”) who (a) properly tender all shares owned beneficially or of record at a price at or below the purchase price (partial tenders will not qualify for this preference), and (b) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery or, for participants in the 401(k) Plan, complete the section entitled “Odd Lots” in the enclosed Direction Form;

2. subject to the conditional tender provisions described in the Offer to Purchase, all other shares properly tendered at or below the purchase price and not properly withdrawn on or prior to the Expiration Date on a pro rata basis, if necessary, with appropriate adjustments to avoid purchases of fractional shares; and

3. only if necessary to permit the Company to purchase 25,454,545 shares, or such greater number of shares as the Company may elect to purchase subject to applicable law, shares conditionally tendered (for which the condition was not initially satisfied) and not properly withdrawn on or prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot in accordance with the Offer to Purchase. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have properly tendered all of their shares.

If any stockholder tenders all of his or her shares and wishes to avoid proration or to limit the extent to which only a portion of such shares may be purchased because of the proration provisions, the stockholder may tender shares subject to the condition that a specified minimum number of shares or none of such shares be purchased. See the Offer to Purchase. All shares not purchased pursuant to the tender offer, including shares tendered at prices greater than the purchase price and shares not purchased because of proration, or because they were conditionally tendered and not accepted for purchase, will be returned to the tendering shareholder’s account promptly following the Expiration Date.

Terms and Conditions for Tendering Shares Held in the 401(k) Plan

The remainder of this letter summarizes the terms and conditions applicable to shares held in the 401(k) Plan and the procedures for completing the enclosed Direction Form. You should also review the more detailed explanation of the tender offer provided in the Offer to Purchase and the Letter of Transmittal, which are enclosed with this letter.

Nationwide Trust Company (“Nationwide”) is the trustee and the holder of record of shares held in your 401(k) Plan account. As the holder of record, only Nationwide can tender the shares held in your 401(k) Plan account. As described in further detail below, if you choose to tender your shares held in your 401(k) account,

2

Nationwide will tender shares on your behalf pursuant to your tender directions. The 401(k) Company is the record keeper of the 401(k) Plan. You may direct Nationwide to tender (i.e., offer to sell) some or all of the shares currently allocated to your 401(k) Plan account by following the procedures described herein and completing and submitting the enclosed Direction Form as directed below. Please carefully follow the instructions outlined here if you want to direct Nationwide to tender some or all of the shares held on your behalf in your 401(k) Plan account. Failure to follow these instructions properly will make your tender directions invalid.

The Company has hired Georgeson, Inc. (“Georgeson”) to tabulate your tender directions. Georgeson will provide the tabulation information to Nationwide and The 401(k) Company so that the tender instructions in your Direction Form, if you choose to participate in the tender offer, are reflected in your 401(k) Plan account balance. Nationwide will then, in turn, tender shares held in your 401(k) Plan account at the prices specified by you pursuant to your tender instructions.

PLEASE NOTE THAT UNLESS THE TENDER OFFER IS EXTENDED, YOU MUST SEND YOUR DIRECTION FORM TO GEORGESON BY 5:00 P.M., EASTERN TIME, ON WEDNESDAY, SEPTEMBER 20, 2006, WHICH DATE IS TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE. IF THE TENDER OFFER IS EXTENDED, THE DEADLINE FOR RECEIPT OF YOUR DIRECTION FORM WILL BE 5:00 P.M., EASTERN TIME, ON THE SECOND BUSINESS DAY PRIOR TO THE EXPIRATION OF THE TENDER OFFER AS EXTENDED.

You may submit tender instructions to Georgeson by mailing your completed Direction Form to Georgeson in the enclosed pre-addressed envelope. For your reference, the mailing address is as follows:

Georgeson Inc.

17 State Street

10^th Floor

New York, New York 10004

You may also fax your completed Direction Form to Georgeson Inc., at (212) 440-9009.

You may withdraw any tender instructions you have previously submitted to Georgeson as long as you do so prior to 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006. Please see Instruction 6 below for further information on how to withdraw your tender instructions.

IF YOU DO NOT WISH TO TENDER YOUR SHARES HELD IN YOUR 401(k) PLAN ACCOUNT, TAKE NO ACTION.

Cash received from any shares tendered and accepted for payment by the Company will be deposited into your 401(k) Plan account in the Stable Asset Fund until you exchange these monies among the various investment choices under the 401(k) Plan in accordance with the terms of the 401(k) Plan. Any shares tendered by you but not accepted by the Company in the tender offer will be credited back to you as shares of Company common stock held in the Sonic Common Stock Fund in your 401(k) Plan account.

If you tender shares, such shares will be deemed withdrawn from your 401(k) Plan account as of 5:00 p.m. Eastern Time, on Wednesday, September 20, 2006 (i.e., the deadline for sending your Direction Form to Georgeson). After the tender offer has expired, all tender directions will be tabulated, which may take up to five to seven business days. Promptly thereafter, you will be sent an exchange confirmation notice regarding your investment transfer via mail from The 401(k) Company.

Because the terms and conditions of the Offer to Purchase and the Letter of Transmittal will govern the tender of the shares held in your 401(k) Plan account, you should read these documents carefully. THE LETTER OF TRANSMITTAL, HOWEVER, IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES THAT ARE HELD ON YOUR BEHALF IN YOUR 401(k) PLAN ACCOUNT. The Letter of Transmittal may only be used to tender shares

3

held outside of the 401(k) Plan. If you hold shares outside of the 401(k) Plan and wish to tender those shares as well as shares held in your 401(k) Plan account, you must comply with the procedures described in the Offer to Purchase and the Letter of Transmittal for your shares outside of the 401(k) Plan, and submit a Direction Form for shares you hold in your 401(k) Plan account.

You may obtain information about the number of shares allocated to your 401(k) Plan account by calling Georgeson at (866) 295-3782 (toll-free). PLEASE NOTE THAT THE NUMBER OF SHARES IN YOUR 401(k) PLAN ACCOUNT MAY CHANGE DURING THE TENDER OFFER PERIOD BECAUSE OF INVESTMENT DIRECTION CHANGES THAT YOU MAY MAKE. You may not tender more shares than are held in your 401(k) Plan account as of the deadline to submit the Direction Form. The deadline to submit your Direction Form is 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006, which date is two business days prior to the Expiration Date. If the tender offer is extended, the deadline for receipt of your Direction Form will be 5:00 p.m., Eastern Time, on the second business day prior to the expiration of the tender offer as extended. If you authorize and direct Nationwide to tender more shares than are held in your 401(k) Plan account on the applicable deadline, then Nationwide will tender all of the shares held in your 401(k) Plan account.

If you wish to tender shares from your 401(k) Plan account, you must specify the following on the Direction Form:

• Whether or not you wish to tender all shares held in your 401(k) Plan account, or less than all shares. If you specify that you only wish to tender a certain number of shares, then Nationwide will only tender that specified number if your account contains at least that number of shares. If your 401(k) Plan account contains less than the number of shares you specified to tender, Nationwide will tender all shares in your 401(k) Plan account.

• Whether you are willing to sell the shares in your 401(k) Plan account to the Company at the price determined by the Company in the tender offer (which may have the effect of decreasing the price at which the Company purchases tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share, and could result in your receiving a price per share as low as $19.50).

• If you do not wish to sell the shares in your 401(k) Plan account to the Company at the price determined by the Company in the tender offer, you must specify the price or prices, not greater than $22.00 nor less than $19.50 per share, at which you are willing to sell the shares in your 401(k) Plan account to the Company under the tender offer. Prices may be specified in increments of $0.25. You should take special note of Instruction 3 below when submitting your tender instructions.

When considering whether or not to participate in the tender offer, it is important that you note the following:

1. If Georgeson does not receive your Direction Form by 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006, two business days before the Expiration Date, Georgeson will not have sufficient time to process your Direction Form. In such case, Nationwide will not tender any shares held on your behalf in the 401(k) Plan. If the tender offer is extended, the deadline for receipt of your Direction Form will be 5:00 p.m., Eastern Time, on the second business day prior to the expiration of the tender offer, as extended.

2. Shares held in your 401(k) Plan account may be tendered at prices not greater than $22.00 nor less than $19.50 per share, subject to the price-based repurchase limitations of the 401(k) Plan discussed in Instruction 3 below.

3. The 401(k) Plan is prohibited from selling shares to the Company for a price that is less than the prevailing market price. Accordingly, if you elect to tender shares held in your 401(k) Plan account at a price that is lower than the closing sale price of shares on Nasdaq on the Expiration Date of the tender offer (or, if extended, on the expiration date of the tender offer, as extended), the tender price you elect will be deemed to have been increased to the closest tender price that is not less than that closing sale price. This

4

may result in such shares not being eligible for purchase in the tender offer. Additionally, if the prevailing market price is higher than the highest tender price (i.e., $22.00), your shares will not be eligible for purchase in the tender offer.

4. The Company’s Board of Directors has approved the making of the tender offer. However, neither the Company nor its Board of Directors, Nationwide nor any fiduciary of the 401(k) Plan is making any recommendation as to whether you should authorize and direct Nationwide to tender, or refrain from tendering, shares held in your 401(k) Plan account or at what purchase price you should choose to tender these shares. You must review the Offer to Purchase and the Letter of Transmittal and make your own decision as to these matters.

5. Your tender instructions will be held in strict confidence. Individual tender instructions will be disclosed only as necessary to complete the tender offer.

6. You may increase, decrease or withdraw your election to tender at any time prior to 5:00 p.m., Eastern Standard Time, on Wednesday, September 20, 2006. To do so, you must revoke your previously submitted Direction Form by sending a written notice of withdrawal to Georgeson. The mailing address is as follows:

Georgeson Inc.

17 State Street

10^th Floor

New York, New York 10004

You may also fax your written notice of withdraw to Georgeson Inc., at (212) 440-9009.

The notice of withdrawal must include your name, address, social security number and your instructions to withdraw your previously submitted Direction Form. The notice of withdrawal must be received by Georgeson by the deadline noted above to be valid. The notice of withdrawal will serve to completely withdraw all previously tendered shares from the tender offer. If you wish to submit new tender instructions, you may do so by sending Georgeson a new Direction Form. Remember, you must revoke your previously submitted Direction Form by sending the written notice of withdrawal to Georgeson before you resubmit a new Direction Form. Unless the tender offer is extended, the final Direction Form submitted (and not withdrawn) by you prior to 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006 will be the instruction tendered. You may obtain additional Direction Forms by contacting Georgeson at (866) 295-3782 (toll-free).

If the tender offer is extended, you will again be able to increase, decrease or withdraw your Direction Form until 5:00 p.m., Eastern Time, two days prior to the expiration of the tender offer as extended (e.g., 5:00 p.m., Eastern Time, on day 8 assuming a 10-day extension).

Georgeson will determine all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in its sole discretion, and its decisions shall be final and binding.

7. If you want to participate in the tender offer and wish to maximize the chance of having the Company accept for purchase all the shares held in your 401(k) Plan account which you are tendering, you should check the box marked “Shares Tendered at Price Determined Pursuant to the Tender Offer” in the enclosed Direction Form and complete the other portions as appropriate. Doing so could result in the tendered shares being purchased at the minimum price of $19.50 per share, subject to the price-based repurchase limitations of the 401(k) Plan discussed in Instruction 3 above, and have the effect of decreasing the price at which the Company purchases tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share.

8. If you wish to select a specific price at which you will be tendering your shares held in your 401(k) Plan account, you should select one of the boxes in the section captioned “Price (In Dollars) Per Share At Which Shares Are Being Tendered” in the enclosed Directions Form and complete the other portions as appropriate.

5

“Odd Lot” Priority

As described in Section 1 of the Offer to Purchase, if the Company purchases less than all shares tendered and not properly withdrawn before the Expiration Date, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares (“odd lots”) and who tenders all of such shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots” in the Direction Form.

Conditional Tenders

Under certain circumstances, the Company may prorate the number of shares purchased in the tender offer. A participant in the 401(k) Plan may tender shares held in his or her 401(k) Plan account subject to the condition that a specified minimum number of his or her shares tendered must be purchased if any shares tendered are purchased from the participant. If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in the enclosed Direction Form. In that box, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. After the tender offer expires, if more than 25,454,545 shares are properly tendered, and not properly withdrawn and the Company must prorate acceptance of and payment for tendered shares, the Company will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally, and not properly withdrawn. If the effect of this preliminary proration would be to reduce the number of shares to be purchased from any participant below the minimum number specified by that participant, the conditional tender will automatically be regarded as withdrawn, unless chosen by lot for reinstatement as discussed in the Offer to Purchase.

Tax Considerations

While participants will not recognize any immediate tax gain or loss as a result of the tender of any shares, the tax treatment of future distributions from the 401(k) Plan may be adversely impacted by a tender and sale of shares held through the 401(k) Plan. Specifically, under current federal income tax rules, if you receive a distribution of shares from the 401(k) Plan that have increased in value while they were held by the 401(k) Plan, under certain circumstances (e.g., a lump-sum distribution of the employee’s balance in the 401(k) Plan) you may have the option of not paying tax on this increase in value, which is called “net unrealized appreciation,” until you sell the shares. When the shares are sold, any gain up to the amount of the net unrealized appreciation determined at the time the shares are distributed is taxed as long- term capital gain. Any part of the gain in excess of such untaxed net unrealized appreciation may be a short-term or long-term capital gain, depending on the length of the employee’s holding period before the sale. Tax rates or capital gains may be lower for certain participants than the tax rates on ordinary income (which apply to all other distributions under the 401(k) Plan). The employee’s holding period for shares distributed from the 401(k) Plan will begin on the date following the date the 401(k) Plan delivers the stock to the transfer agent with instructions to reissue the stock in the employee’s name. If shares credited to your 401(k) Plan account are purchased by the Company in the tender offer, you will no longer be able to take advantage of the tax benefit on the deferral of tax on the net unrealized appreciation. You should consult your own tax advisor as to the particular U.S. federal income tax consequences to you of tendering shares pursuant to the tender offer and the applicability and effect of any state, local or foreign tax laws and other tax consequences with respect to the tender offer.

This is only a brief summary of certain tax considerations. You are strongly urged to consult with your tax advisor as to the issues described above.

For Further Information

If you have any questions concerning the tender of shares held in your 401(k) Plan account, please contact Georgeson at (866) 295-3782 (toll-free).

REMEMBER: UNLESS THE TENDER OFFER IS EXTENDED, IF YOU DO NOT COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO GEORGESON BY 5:00 P.M., EASTERN

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TIME, ON WEDNESDAY, SEPTEMBER 20, 2006, WHICH DATE IS TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE, YOU WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE TENDER OFFER AND NO SHARES CREDITED TO YOUR 401(k) PLAN ACCOUNT WILL BE TENDERED IN THE TENDER OFFER. IF THE TENDER OFFER IS EXTENDED AND YOU DO NOT COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT BY 5:00 P.M., EASTERN TIME, TWO DAYS PRIOR TO THE EXPIRATION OF THE TENDER OFFER AS EXTENDED (e.g., 5:00 P.M., EASTERN TIME ON DAY 8 ASSUMING A 10-DAY EXTENSION), YOU WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE TENDER OFFER.

IF YOU SUBMIT A COMPLETED AND EXECUTED DIRECTION FORM ELECTING TO TENDER THE SHARES HELD IN YOUR 401(k) PLAN ACCOUNT, BUT DO NOT INDICATE THE PERCENTAGE OF SHARES HELD IN YOUR 401(k) PLAN ACCOUNT YOU WISH TO TENDER, YOU WILL BE DEEMED TO HAVE DIRECTED NATIONWIDE TO TENDER ALL OF YOUR SHARES, AND NATIONWIDE WILL TENDER ALL OF THE SHARES HELD IN YOUR 401(k) PLAN ACCOUNT. IF THE DIRECTION FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED.

IF YOU DO NOT WISH TO TENDER THE SHARES HELD IN YOUR 401(k) PLAN ACCOUNT, TAKE NO ACTION.

THE TENDER OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM, OR ON BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

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Direction Form

Sonic Corp. Savings and Profit Sharing Plan

Offer to Purchase Common Stock of Sonic Corp.

Before completing this Direction Form, you should refer to the “Letter from the Nationwide Trust Company to the Participants in the Sonic Corp. Savings and Profit Sharing Plan” (the “Letter to the 401(k) Plan Participants”). If you wish to tender different groups of shares at different prices, you must complete a separate direction form for each group of shares which will have a different price.

To Nationwide Trust Company (“Nationwide”), the Trustee and the Holder of Record of the Shares of Sonic Corp. (the “Company”) Common Stock Held in the Sonic Corp. Savings and Profit Sharing Plan (the “401(k) Plan”):

I am a participant in the 401(k) Plan who has shares of the Company’s common stock, $0.01 par value per share in my 401(k) Plan account. I have received a copy of the Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”) and related Letter of Transmittal (the “Letter of Transmittal”), which together, as they may be amended or supplemented from time to time, constitute the tender offer by the Company to purchase up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock issued under the Rights Agreement, as amended, between the Company and UMB Bank, n.a., as successor Rights Agent, at a price not greater than $22.00 nor less than $19.50 per share, without interest. I have also received a copy of the Letter to the 401(k) Plan Participants, relating to the tender offer by the Company.

This Direction Form will authorize and direct Nationwide to tender a number of shares allocated to my 401(k) Plan account, as indicated below, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

I understand that, unless the tender offer is extended, the maximum number of shares that I can tender in the tender offer (unless I own shares outside of the 401(k) Plan) is the number of shares that are held in my 401(k) Plan account as of 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006, which date is two business days prior to the expiration of the tender offer. If the tender offer is extended, the maximum number of shares that I can tender in the tender offer (unless I own shares outside of the 401(k) Plan) is the number of shares that are held in my 401(k) Plan account as of 5:00 p.m. Eastern Time, on the second business day prior to the expiration of the tender offer as extended.

I also understand that that 401(k) Plan is prohibited from selling shares to the Company for a price that is less than the prevailing market price. Accordingly, if I elect to tender shares held in my 401(k) Plan account at a price that is lower than the closing sale price of shares on The Nasdaq National Market on Friday, September 22, 2006, the expiration date of the tender offer (or, if extended, on the expiration date of the tender offer, as extended), the tender price I elect will be deemed to have been increased to the closest tender price that is not less than that closing sale price. This may result in such shares not being eligible for purchase in the tender offer. Additionally, if the prevailing market price is higher than the highest tender price (i.e., $22.00), your shares will not be eligible for purchase in the tender offer.

PRICE PER SHARE AT WHICH SHARES ARE BEING TENDERED

(SEE INSTRUCTION IN THE ENCLOSED LETTER TO THE 401(k) PLAN PARTICIPANTS)

ODD LOTS

¨ By checking this box, I represent that I own beneficially or of record an aggregate (including shares held beneficially or of record in the 401(k) Plan or the Company’s Stock Purchase Plan or otherwise) of fewer than 100 shares, and I am instructing Nationwide to tender all of the shares held in my 401(k) Plan account. My indication as to whether I wish to tender my shares at the price I specify or the price determined by the tender offer is indicated below.

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BOX A

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

By checking ONE of the boxes below INSTEAD OF BOX B BELOW, I authorize and direct Nationwide to tender at the price checked     % of the shares in my 401(k) Plan account (percentage indicated should not exceed 100%). I understand this action could result in none of my shares being purchased if the actual purchase price for the shares is less than the price that I have checked below. If the purchase price for the shares is equal to or greater than the priced checked, then the shares purchased by the Company will be purchased at the purchase price. If I wish to tender shares at more than one price, I must complete a separate Direction Form for each price at which shares are tendered. The same shares cannot be tendered at more than one price (unless those shares were previously tendered and withdrawn).

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED:

¨	$19.50	¨	$20.25	¨	$21.00	¨	$21.75
¨	$19.75	¨	$20.50	¨	$21.25	¨	$22.00
¨	$20.00	¨	$20.75	¨	$21.50

—  OR —

BOX B

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE

TENDER OFFER

¨ By checking this box, I represent that I want to maximize the chance of having the Company purchase all of the shares that I am tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE BOXES IN BOX A ABOVE, I wish to authorize and direct Nationwide to tender     % of shares in my 401(k) Plan account (percentage indicated should not exceed 100%) and am willing to accept the purchase price determined by the Company pursuant to the tender offer. This election could result in the tendered shares being purchased at the minimum price of $19.50 per share, subject to the price-based repurchase limitations of the 401(k) Plan discussed in this Direction Form and the Letter to the 401(k) Plan Participants, and have the effect of decreasing the price at which the Company purchases tendered shares because shares tendered using this election will be effectively considered available for purchase at the minimum price of $19.50 per share.

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CONDITIONAL TENDER

I understand that I may condition my tender of shares upon the Company purchasing a specified minimum number of shares tendered, all as described in the Offer to Purchase. Unless at least the minimum number of shares I indicate below is purchased by the Company pursuant to the terms of the tender offer, none of the shares tendered will be purchased. I understand that it is my responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, my tender will be deemed unconditional.

¨    The minimum number of shares that must be purchased, if any are purchased, is:                      shares.

If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, I understand that I must have tendered all of my shares and checked the box below.

¨    The tendered shares represent all shares held in my 401(k) Plan account.

Cash received from any shares tendered and accepted for payment by the Company will be deposited into your 401(k) Plan account in the Stable Asset Fund until you exchange these monies among the various investment choices under the 401(k) Plan in accordance with the terms of the 401(k) Plan. Any shares tendered by you but not accepted by the Company in the tender offer will be credited back to you as shares of Company common stock held in the Sonic Common Stock Fund in your 401(k) Plan account.

SIGNATURE

I understand and declare that if the tender of my shares is accepted, the payment therefore will be full and adequate compensation for these shares.

Authorized Signature:                                                                                                                                            

Name (Please Print):                                                                                                                                                

Date:                                                                                                                                                                         

Address (Including Zip Code):                                                                                                                   

Phone Number (Including Area Code):                                                                                                       

Social Security Number:                                                                                                                                

THIS DIRECTION FORM MUST BE COMPLETED AND SIGNED IF YOUR SHARES HELD IN THE 401(k) PLAN ARE TO BE TENDERED IN THE TENDER OFFER. IF YOU DO NOT SIGN THE DIRECTION FORM, IT WILL NOT BE ACCEPTED. Please return this Direction Form in the enclosed pre-addressed envelope. For your reference, the mailing address is as follows:

Georgeson Inc.

17 State Street

10^th Floor

New York, New York 10004

YOU MAY ALSO FAX YOUR DIRECTION FORM TO GEORGESON INC., AT (212) 440-9009.

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YOUR DIRECTION FORM MUST BE RECEIVED BY 5:00 P.M., EASTERN TIME, WEDNESDAY, SEPTEMBER 20, 2006. IF THE TENDER OFFER IS EXTENDED, YOUR DIRECTION FORM MUST BE RECEIVED BY 5:00 P.M., EASTERN TIME, TWO DAYS PRIOR TO THE EXPIRATION OF THE TENDER OFFER AS EXTENDED (e.g., 5:00 P.M., EASTERN TIME ON DAY 8 ASSUMING A 10-DAY EXTENSION).

YOUR TENDER DIRECTIONS WILL BE HELD IN STRICT CONFIDENCE. INDIVIDUAL TENDER DIRECTIONS WILL BE DISCLOSED ONLY AS NECESSARY TO COMPLETE THE TENDER OFFER.

IF YOU DO NOT WISH TO TENDER YOUR SHARES HELD IN THE 401(k) PLAN, TAKE NO ACTION.

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EX-99.(A)(1)(VII)

Exhibit (a) (1)(vii)

UMB BANK, N.A.

Letter to the Participants

In The Sonic Corp. Stock Purchase Plan

Offer to Purchase Common Stock of Sonic Corp.

August 15, 2006

Dear Participants in the Sonic Corp. Stock Purchase Plan (the “Stock Purchase Plan”):

General

As you may already know, Sonic Corp. (the “Company”) has recently announced its offer to purchase up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock issued under the Rights Agreement, as amended, between the Company and UMB Bank, n.a., as successor Rights Agent, at a price not greater than $22.00 nor less than $19.50 per share, without interest (“UMB Bank”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which together, as they may be amended or supplemented from time to time, constitute the tender offer.

The tender offer is being extended to all of the Company’s stockholders, including all participants in the Stock Purchase Plan whose shares are held by UMB Bank, N.A. UMB Bank is the holder of record of shares held for your account in the Stock Purchase Plan. A tender of your shares held in your Share Purchase Plan account can only be made by UMB Bank, pursuant to your instructions, using the enclosed Direction Form. IF YOU ARE A PARTICIPANT IN THE STOCK PURCHASE PLAN WHOSE SHARES ARE NOT HELD BY UMB BANK, YOU HAVE RECEIVED THIS LETTER IN ERROR. You must contact your individual broker for tender instructions. Do not follow the instructions set forth herein or use the enclosed Direction Form to tender your Stock Purchase Plan shares.

This letter describes some, but not all, of the general terms of the tender offer and additional terms and conditions that are applicable only to participants in the Stock Purchase Plan whose shares are held by UMB Bank. This letter, along with the Offer to Purchase and the Letter of Transmittal, have been sent to you for your review because shares you have purchased through the Stock Purchase Plan are being held by UMB Bank. We urge you to read all of these documents carefully. Please note, however, that the Letter of Transmittal is for informational purposes only. YOU SHOULD NOT USE THE LETTER OF TRANSMITTAL TO TENDER SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT. YOU MUST INSTEAD USE THE ENCLOSED DIRECTION FORM AND FOLLOW THE INSTRUCTIONS SET FORTH IN THIS LETTER TO TENDER SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT. For more information about the terms and conditions applicable to shares held in your Stock Purchase Plan account, please see the section entitled “Terms and Conditions for Tendering Shares Held in the Stock Purchase Plan” below.

The Tender Offer: Price and Proration

The Company will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $22.00 nor less than $19.50 per share, that it will pay for the shares validly tendered pursuant to the tender offer and not properly withdrawn, taking into account the number of shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price that will allow it to purchase 25,454,545 shares, or if a lesser number of shares are validly tendered, such lesser number as are validly tendered and not properly withdrawn. All stockholders whose shares are purchased by the Company will receive the purchase price for each share purchased in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, the Company intends to exercise its right to purchase up to an additional 2%, or 1,708,685, of its outstanding shares of common stock without extending the tender offer so that it repurchases up

to $560 million of its shares. By way of example, if the purchase price is the minimum purchase price of $19.50 per share, the Company intends to exercise its right to purchase up to an additional 1,708,685 of its outstanding shares to the extent tendered in the tender offer. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares subject to applicable legal requirements.

Upon the terms and subject to the conditions of the tender offer, if more than 25,454,545 shares, or such greater number of shares as the Company may elect to purchase subject to applicable law, have been validly tendered and not properly withdrawn prior to 5:00 p.m., Eastern Time, on Friday, September 22, 2006 (such date and time, as the same may be extended, the “Expiration Date”), at prices at or below the purchase price, the Company will purchase shares on the following basis:

1. all shares properly tendered before the Expiration Date from all holders of an aggregate of fewer than 100 shares (“odd lots”) who (a) properly tender all shares owned beneficially or of record at a price at or below the purchase price (partial tenders will not qualify for this preference), and (b) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery or, for participants in the Stock Purchase Plan, complete the section entitled “Odd Lots” in the enclosed Direction Form;

2. subject to the conditional tender provisions described in the Offer to Purchase, all other shares properly tendered at or below the purchase price and not properly withdrawn on or prior to the Expiration Date on a pro rata basis, if necessary, with appropriate adjustments to avoid purchases of fractional shares; and

3. only if necessary to permit the Company to purchase 25,454,545 shares, or such greater number of shares as the Company may elect to purchase subject to applicable law, shares conditionally tendered (for which the condition was not initially satisfied) and not properly withdrawn on or prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot in accordance with the Offer to Purchase. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have properly tendered all of their shares.

If any stockholder tenders all of his or her shares and wishes to avoid proration or to limit the extent to which only a portion of such shares may be purchased because of the proration provisions, the stockholder may tender shares subject to the condition that a specified minimum number of shares or none of such shares be purchased. See the Offer to Purchase. All shares not purchased pursuant to the tender offer, including shares tendered at prices greater than the purchase price and shares not purchased because of proration, or because they were conditionally tendered and not accepted for purchase, will be returned to the tendering shareholder’s account promptly following the Expiration Date.

Terms and Conditions for Tendering Shares Held in the Stock Purchase Plan

The remainder of this letter summarizes the terms and conditions applicable to shares held in the Stock Purchase Plan and the procedures for completing the enclosed Direction Form. You should also review the more detailed explanation of the tender offer provided in the Offer to Purchase and the Letter of Transmittal, which are enclosed with this letter.

As previously noted, UMB Bank is the agent and the holder of record of shares held in your Stock Purchase Plan account. As the holder of record, only UMB Bank can tender the shares held in your Stock Purchase Plan account. If you choose to tender your shares held in your Stock Purchase Plan account, UMB Bank will tender such shares on your behalf pursuant to your tender instructions. You may direct UMB Bank to “tender” (i.e., offer to sell) some or all of the shares currently allocated to your Stock Purchase Plan account by following the procedures described herein and completing and submitting tender instructions to UMB Bank using the enclosed Direction Form to UMB Bank. UMB Bank will to tabulate following the procedures described herein and completing and your tender directions and tender shares held in your Stock Purchase Plan account at the prices specified by you pursuant to your tender directions. Please carefully follow the instructions outlined here if you want to direct UMB Bank to tender some or all of the shares held on your behalf in your Stock Purchase Plan account. Failure to follow these instructions properly will make your tender instructions invalid.

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PLEASE NOTE THAT UNLESS THE TENDER OFFER IS EXTENDED, YOU MUST SEND YOUR DIRECTION FORM TO UMB BANK BY 5:00 P.M., EASTERN TIME, ON WEDNESDAY, SEPTEMBER 20, 2006, WHICH DATE IS TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE. IF THE TENDER OFFER IS EXTENDED THE DEADLINE FOR RECEIPT OF YOUR DIRECTION FORM WILL BE 5:00 P.M., EASTERN TIME, ON THE SECOND BUSINESS DAY PRIOR TO THE EXPIRATION OF THE TENDER OFFER AS EXTENDED.

You may submit tender instructions to UMB Bank by mailing your completed Direction Form to UMB Bank in enclosed pre-addressed envelope. For your reference, the mailing address is as follows:

Sonic Exchange

c/o UMB Bank, n.a.

P.O. Box 859208

Braintree, MA 02185-9208

You may also fax your completed Direction Form to UMB Bank, n.a., Attn: Robin Waters, at (816) 860-3970. Please call (816) 860-7782 to confirm receipt of your fax.

You may withdraw any tender instructions you have previously submitted to UMB Bank, as long as you do so prior to 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006. Please see Instruction 5 below for further information on how to withdraw your tender instructions.

IF YOU DO NOT WISH TO TENDER YOUR SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT, TAKE NO ACTION.

Cash received from any shares tendered and accepted for payment by the Company will be distributed to you by check. Any shares tendered by you but not accepted by the Company in the tender offer will be credited back to you as shares of Company common stock held in your Stock Purchase Plan account.

If you tender shares, such shares will be deemed withdrawn from your Stock Purchase Plan account as of 5:00 p.m. Eastern Standard Time, on Wednesday, September 20, 2006 (i.e., the deadline for sending your Direction Form to UMB Bank.

Because the terms and conditions of the Offer to Purchase and the Letter of Transmittal will govern the tender of the shares held in your Stock Purchase Plan account, you should read these documents carefully. THE LETTER OF TRANSMITTAL, HOWEVER, IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES THAT ARE HELD ON YOUR BEHALF IN YOUR STOCK PURCHASE PLAN ACCOUNT. The Letter of Transmittal may only be used to tender shares held outside of your Stock Purchase Plan account. If you hold shares outside of your Stock Purchase Plan account and wish to tender those shares as well as shares held in your Stock Purchase Plan account, you must comply with the procedures described in the Offer to Purchase and the Letter of Transmittal for your shares held outside of the Stock Purchase Plan account, and submit a Direction Form for shares you hold in your Stock Purchase Plan account.

You may obtain information about the number of shares allocated to your Stock Purchase Plan account by calling UMB Bank at (800) 884-4225 (toll-free). PLEASE NOTE THAT THE NUMBER OF SHARES IN YOUR STOCK PURCHASE PLAN ACCOUNT MAY CHANGE DURING THE TENDER OFFER PERIOD BECAUSE OF ANY WITHDRAWAL OF SHARES THAT YOU MAY MAKE. You may not tender more shares than are held in your Stock Purchase Plan account as of the deadline to submit the Direction Form. The deadline to submit your Direction Form is 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006, which date is two business days prior to the Expiration Date. If the tender offer is extended, the deadline for receipt of your Direction Form will be 5:00 p.m., Eastern Time, on the second business day prior to the expiration of the tender offer as extended. If you authorize and direct UMB Bank to tender more shares than are held in your Stock Purchase Plan account on the applicable deadline, then UMB Bank will tender all of the shares held in your Stock Purchase Plan account.

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If you wish to tender shares from your Stock Purchase Plan account, you must specify the following on the enclosed Direction Form:

• Whether or not you wish to tender all shares held in your Stock Purchase Plan account, or less than all shares. If you specify that you only wish to tender a certain number of shares, then UMB Bank will only tender that specified number if your account contains at least that number of shares. If your Stock Purchase Plan account contains less than the number of shares you specified to tender, UMB Bank will tender all shares in your Stock Purchase Plan account.

• Whether you are willing to sell the shares in your Stock Purchase Plan account to the Company at the price determined by the Company in the tender offer (which may have the effect of decreasing the price at which the Company purchases tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share, and could result in your receiving a price per share as low as $19.50)

• If you do not wish to sell the shares in your Stock Purchase Plan account to the Company at the price determined by the Company in the tender offer, you must specify the price or prices, not greater than $22.00 nor less than $19.50 per share, at which you are willing to sell the shares in your Stock Purchase Plan account to the Company under the tender offer. Prices may be specified in increments of $0.25.

When considering whether or not to participate in the tender offer, it is important that you note the following:

1. If UMB Bank does not receive your Direction Form by 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006, two business days before the Expiration Date, UMB Bank will not have sufficient time to process your Direction Form. In such case, UMB Bank will not tender any shares held on your behalf in your Stock Purchase Plan account. If the tender offer is extended, the deadline for receipt of your Direction Form will be 5:00 p.m., Eastern Time, on the second business day prior to the expiration of the tender offer, as extended.

2. Shares held in your Stock Purchase Plan account may be tendered at prices not greater than $22.00 nor less than $19.50 per share.

3. The Company’s Board of Directors has approved the making of the tender offer. However, neither the Company nor its board of directors, UMB Bank or any fiduciary of the Stock Purchase Plan is making any recommendation as to whether you should authorize and direct UMB Bank to tender, or refrain from tendering, shares held in your Stock Purchase Plan account or at what purchase price you should choose to tender these shares. You must review the Offer to Purchase and the Letter of Transmittal and make your own decision as to these matters.

4. Your tender instructions will be held in strict confidence. Individual tender instructions will be disclosed only as necessary to complete the tender offer.

5. You may increase, decrease or withdraw your election to tender at any time prior to 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006. To do so, you must revoke your previously submitted Direction Form by sending a written notice of withdrawal to UMB Bank. The mailing address is as follows:

Sonic Exchange

c/o UMB Bank, n.a.

P.O. Box 859208

Braintree, MA 02185-9208

You may also fax your written notice of withdrawal to UMB Bank, n.a., Attn: Robin Waters, at (816) 860-3970. Please call (816) 860-7782 to confirm receipt of your fax.

The notice of withdrawal must include your name, address, social security number and your instructions to withdraw your previously submitted Direction Form. The notice of withdrawal must be received by UMB Bank by the deadline noted above to be valid. The notice of withdrawal will serve to completely withdraw all previously tendered shares from the tender offer. If you wish to submit new tender instructions, you may do so by sending UMB Bank a new Direction Form. Remember, you must revoke your previously submitted Direction Form by sending the written notice of withdrawal to UMB Bank before

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you resubmit a new Direction Form. Unless the tender offer is extended, the final Direction Form submitted (and not withdrawn) by you prior to 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006 will be the instruction tendered. You may obtain additional Direction Forms by contacting UMB Bank at (800) 884-4225 (toll-free).

If the tender offer is extended, you will again be able to increase, decrease or withdraw your Direction Form until 5:00 p.m., Eastern Time, two days prior to the expiration of the tender offer as extended (e.g., 5:00 p.m., Eastern Time, on day 8 assuming a 10-day extension).

UMB Bank will determine all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in its sole discretion, and its decisions shall be final and binding.

6. If you want to participate in the tender offer and wish to maximize the chance of having the Company accept for purchase all the shares held in your Stock Purchase Plan account which you are tendering, you should check the box marked “Shares Tendered at Price Determined Pursuant to the Tender Offer” in the enclosed Direction Form and complete the other portions as appropriate. Doing so could result in the tendered shares being purchased at the minimum price of $19.50 per share and have the effect of decreasing the price at which the Company purchases tendered shares because shares tendered using this election will effectively be considered available for purchase at the minimum price of $19.50 per share.

7. If you wish to select a specific price at which you will be tendering your shares held in your Stock Purchase Plan account, you should select one of the boxes in the section captioned “Price (In Dollars) Per Share At Which Shares Are Being Tendered” in the enclosed Directions Form and complete the other portions as appropriate.

“Odd Lot” Priority

As described in Section 1 of the Offer to Purchase, if the Company purchases less than all shares tendered and not withdrawn before the Expiration Date, the shares purchased first will consist of all shares tendered by any stockholder who owns, beneficially or of record, an aggregate of fewer than 100 shares (“odd lots”) and who tenders all of such shares. Even if you otherwise qualify for the “odd lot” preferential treatment, you will not receive such preferential treatment unless you complete the box captioned “Odd Lots” in the enclosed Direction Form.

Conditional Tenders

Under certain circumstances, the Company may prorate the number of shares purchased in the tender offer. A participant in the Stock Purchase Plan whose shares are held by UMB Bank may tender shares held in his or her Stock Purchase Plan account subject to the condition that a specified minimum number of his or her shares tendered must be purchased if any shares tendered are purchased from the participant. If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in the enclosed Direction Form. In that box, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. After the tender offer expires, if more than 25,454,545 shares are properly tendered and not properly withdrawn and the Company must prorate acceptance of and payment for tendered shares, the Company will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally, and not properly withdrawn. If the effect of this preliminary proration would be to reduce the number of shares to be purchased from any participant below the minimum number specified by that participant, the conditional tender will automatically be regarded as withdrawn, unless chosen by lot for reinstatement as discussed in the Offer to Purchase.

Tax Considerations

The Stock Purchase Plan, and the rights of Stock Purchase Plan participants to make share purchases thereunder, is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal

5

Revenue Code of 1986, as amended (the “Code”). In considering whether to tender some or all of the shares held on your behalf in your Stock Purchase Plan account, you should consider whether the applicable holding periods under Section 423 of the Code with respect to such tendered shares have been satisfied so as to qualify for favorable tax treatment. You should consult your own tax advisor as to the particular U.S. federal income tax consequences to you of tendering shares pursuant to the tender offer and the applicability and effect of any state, local or foreign tax laws and other tax consequences with respect to the tender offer.

This is only a brief summary of certain tax considerations. You are strongly urged to consult with your tax advisor as to the issues described above.

For Further Information

If you have any questions concerning the tender offer process or the number of shares held in your Stock Purchase Plan account, please contact UMB Bank at (800) 884-4225 (toll-free).

REMEMBER: UNLESS THE TENDER OFFER IS EXTENDED, IF YOU DO NOT COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO UMB BANK BY 5:00 P.M., EASTERN TIME, ON WEDNESDAY, SEPTEMBER 20, 2006, WHICH DATE IS TWO BUSINESS DAYS PRIOR TO THE EXPIRATION DATE, YOU WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE TENDER OFFER AND NO SHARES CREDITED TO YOUR STOCK PURCHASE PLAN ACCOUNT WILL BE TENDERED IN THE TENDER OFFER. IF THE TENDER OFFER IS EXTENDED AND YOU DO NOT COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT BY 5:00 P.M., EASTERN TIME, TWO DAYS PRIOR TO THE EXPIRATION OF THE TENDER OFFER AS EXTENDED (e.g., 5:00 P.M., EASTERN TIME, ON DAY 8 ASSUMING A 10-DAY EXTENSION), YOU WILL BE DEEMED TO HAVE ELECTED NOT TO PARTICIPATE IN THE TENDER OFFER.

IF YOU SUBMIT A COMPLETED AND EXECUTED DIRECTION FORM ELECTING TO TENDER THE SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT, BUT DO NOT INDICATE THE PERCENTAGE OF SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT YOU WISH TO TENDER, YOU WILL BE DEEMED TO HAVE DIRECTED UMB BANK TO TENDER ALL OF YOUR SHARES, AND UMB BANK WILL TENDER ALL OF THE SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT. IF THE DIRECTION FORM IS NOT SIGNED, THE DIRECTIONS INDICATED WILL NOT BE ACCEPTED.

IF YOU DO NOT WISH TO TENDER THE SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT, TAKE NO ACTION.

THE TENDER OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM, OR ON BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

Sincerely,

UMB Bank, N.A.

Agent and Holder of Record for the

Sonic Corp. Stock Purchase Plan

6

Direction Form

Sonic Corp. Stock Purchase Plan

Offer to Purchase Common Stock of Sonic Corp.

Before completing this Direction Form, you should refer to the “Letter from UMB Bank to the Participants in the Sonic Corp. Stock Purchase Plan” (the “Letter to the Stock Purchase Plan Participants”). If you wish to tender different groups of shares at different prices, you must complete a separate Direction Form for each group of shares which will have a different price.

To UMB Bank, N.A. (“UMB Bank”), the Agent and Holder of Record for the Sonic Corp. (the “Company”) Common Stock Held in the Sonic Corp. Stock Purchase Plan (the “Stock Purchase Plan”):

I am or was a participant in the Stock Purchase Plan who has shares of the Company’s common stock, $0.01 par value per share held by UMB Bank in my Stock Purchase Plan account. I have received a copy of the Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”) and related Letter of Transmittal (the “Letter of Transmittal”), which together, as they may be amended or supplemented from time to time, constitute the tender offer by the Company to purchase up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock issued under the Rights Agreement, as amended, between the Company and UMB Bank, n.a., as successor Rights Agent, at a price not greater than $22.00 nor less than $19.50 per share, without interest. I have also received a copy of the Letter to the Stock Purchase Plan Participants relating to the tender offer by the Company.

This Direction Form will authorize and direct UMB Bank to tender a number of shares allocated to my Stock Purchase Plan account as indicated below upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

I understand that, unless the tender offer is extended, the maximum number of shares that I can tender in the tender offer (unless I own shares outside of the Stock Purchase Plan) is the number of shares that are held in my Stock Purchase Plan account as of 5:00 p.m., Eastern Time, on Wednesday, September 20, 2006, which date is two business days prior to the expiration of the tender offer. If the tender offer is extended, the maximum number of shares that I can tender in the tender offer (unless I own shares outside of the Stock Purchase Plan) is the number of shares that are held in my Stock Purchase Plan account as of 5:00 p.m., Eastern Time, on the second business day prior to the expiration of the tender offer as extended.

PRICE PER SHARE AT WHICH SHARES ARE BEING TENDERED

(SEE INSTRUCTIONS IN THE ENCLOSED LETTER TO THE STOCK PURCHASE PLAN PARTICIPANTS)

ODD LOTS

¨ By checking this box, I represent that I own beneficially or of record an aggregate (including shares held beneficially or of record in the Stock Purchase Plan or the Company’s Savings and Profit Sharing Plan or otherwise) of fewer than 100 shares, and I am instructing UMB Bank to tender all of the shares held in my account under the Stock Purchase Plan. My indication as to whether I wish to tender my shares at the price I specify or the price determined by the tender offer is indicated below.

7

BOX A

SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

By checking ONE of the boxes below INSTEAD OF BOX B BELOW, I authorize and direct UMB Bank to tender at the price checked         % of the shares in my Stock Purchase Plan account (percentage indicated should not exceed 100%). I understand this action could result in none of my shares being purchased if the actual purchase price for the shares is less than the price that I have checked below. If the purchase price for the shares is equal to or greater than the priced checked, then the shares purchased by the Company will be purchased at the purchase price. If I wish to tender shares at more than one price, I must complete a separate Direction Form for each price at which shares are tendered. The same shares cannot be tendered at more than one price (unless those shares were previously tendered and withdrawn).

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

¨	$19.50	¨	$20.25	¨	$21.00	¨	$21.75
¨	$19.75	¨	$20.50	¨	$21.25	¨	$22.00
¨	$20.00	¨	$20.75	¨	$21.50

— OR —

BOX B

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO

THE TENDER OFFER

¨ By checking this box, I represent that I want to maximize the chance of having the Company purchase all the shares that I am tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE BOXES IN BOX A ABOVE, I wish to authorize and direct UMB Bank to tender         % of shares in my Stock Purchase Plan account (percentage indicated should not exceed 100%) and am willing to accept the purchase price determined by the Company pursuant to the tender offer. This election could result in the tendered shares being purchased at the minimum price of $19.50 per share and have the effect of decreasing the price at which the Company purchases tendered shares because shares tendered using this election will be effectively considered available for purchase at the minimum price of $19.50 per share.

8

CONDITIONAL TENDER

I understand that I may condition my tender of shares upon the Company purchasing a specified minimum number of shares tendered, all as described in the Offer to Purchase. Unless at least the minimum number of shares I indicate below is purchased by the Company pursuant to the terms of the tender offer, none of the shares tendered will be purchased. I understand that it is my responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his or her own tax advisor. Unless this box has been checked and a minimum specified, my tender will be deemed unconditional.

¨ The minimum number of shares that must be purchased, if any are purchased, is:             shares.

If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, I understand that I must have tendered all of my shares and checked the box below.

¨ The tendered shares represent all shares held in my Stock Purchase Plan account.

Cash received from any shares tendered by you and accepted for payment by the Company will be distributed to you by check. Any shares tendered by you but not accepted by the Company in the tender offer will be credited back to you as shares of the Company common stock held in your Stock Purchase Plan account.

SIGNATURE

I understand and declare that if the tender of my shares is accepted, the payment therefore will be full and adequate compensation for these shares.

Authorized Signature:                                                                                                                                       

Name (Please Print):                                                                                                                                          

Date:                                                                                                                                                                        

Address (Including Zip Code):                                                                                                                      

Phone Number (Including Area Code):                                                                                                      

Social Security Number:                                                                                                                                  

9

THIS DIRECTION FORM MUST BE COMPLETED AND SIGNED IF YOUR SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT ARE TO BE TENDERED IN THE TENDER OFFER. IF YOU DO NOT SIGN THE DIRECTION FORM, IT WILL NOT BE ACCEPTED. Please return this Direction Form in the enclosed pre-addressed envelope. For your reference, the mailing address is as follows:

Sonic Exchange

c/o UMB Bank, N.A.

P.O. Box 859208

Braintree, MA 02185-9208

YOU MAY ALSO FAX YOUR DIRECTION FORM TO UMB BANK, N.A. ATTN: ROBIN WATERS, AT (816) 860-3970. PLEASE CALL (816) 860-7782 TO CONFIRM RECEIPT OF YOUR FAX.

YOUR DIRECTION FORM MUST BE RECEIVED BY 5:00 P.M., EASTERN TIME, WEDNESDAY, SEPTEMBER 20, 2006. IF THE TENDER OFFER IS EXTENDED, YOUR DIRECTION FORM MUST BE RECEIVED BY 5:00 P.M., EASTERN TIME, TWO DAYS PRIOR TO THE EXPIRATION OF THE TENDER OFFER AS EXTENDED (e.g., 5:00 P.M., EASTERN TIME ON DAY 8 ASSUMING A 10-DAY EXTENSION).

YOUR TENDER DIRECTIONS WILL BE HELD IN STRICT CONFIDENCE. INDIVIDUAL TENDER DIRECTIONS WILL BE DISCLOSED ONLY AS NECESSARY TO COMPLETE THE TENDER OFFER.

IF YOU DO NOT WISH TO TENDER YOUR SHARES HELD IN YOUR STOCK PURCHASE PLAN ACCOUNT, TAKE NO ACTION.

10

EX-99.(A)(1)(VIII)

Exhibit (a)(1)(viii)

Sonic Corp.

Notice to Holders of Vested Stock Options

Offer to Purchase Common Stock of Sonic Corp.

August 15, 2006

Dear Holders of Vested Stock Options:

As you may already know, Sonic Corp. (the “Company”) has recently announced its offer to purchase up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A., as successor Rights Agent, at a price not greater than $22.00 nor less than $19.50 per share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 15, 2006 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which together, as they may be amended or supplemented from time to time, constitute the tender offer. You may obtain copies of the Offer to Purchase and the Letter of Transmittal by calling Georgeson, Inc. (“Georgeson”), the information agent for the tender offer, at (800) 295-3782 (toll-free).

As further set forth below, as a holder of vested stock options, you may wish to exercise any or all of your stock options that are vested, and then tender the shares so acquired pursuant to the terms of the tender offer by 5:00 p.m., Eastern Time, on Friday, September 22, 2006 (such date and time, as they may be extended, the “Expiration Date”). If you intend to exercise your vested stock options in order to tender shares in the tender offer, you must allow sufficient time to complete the exercise and to have the shares transferred to your account and to submit the shares in the tender offer by the Expiration Date. It is recommended that you exercise your shares no later than Tuesday, September 19, 2006, to allow sufficient time to complete the exercise. If you need stock option exercise assistance, you may contact Charles Schwab Customer Services at (800) 654-2593 (toll-free). Please go directly to your Charles Schwab online account to view the details of your exercisable stock option grants, including the option grant date, exercise price, and the number of options from each grant that are exercisable as of August 31, 2006 in order to participate in the tender offer. If you do not have Internet access to your account you may call Charles Schwab Customer Services at (800) 654-2593.

You will need to evaluate the Offer to Purchase and the Letter of Transmittal, which you may obtain by calling Georgeson at (800) 295-3782 (toll-free), to determine if participation would be advantageous to you, based on your stock option exercise prices, the date of your stock option grants and the years left yet to exercise your options, the range of tender prices, and the provisions for proration by the Company outlined in the Offer to Purchase and the Letter of Transmittal.

The Company will, upon the terms and subject to the conditions of the tender offer, determine a single per share price, not greater than $22.00 nor less than $19.50 per share, that it will pay for the shares validly tendered pursuant to the tender offer and not properly withdrawn, taking into account the number of shares so tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price that will allow it to purchase 25,454,545 shares or if a lesser number of shares are validly tendered, such lesser number as are validly tendered and not properly withdrawn. All stockholders whose shares are purchased by the Company will receive the purchase price for each share purchased in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, the Company intends to exercise its right to purchase up to an additional 2%, or 1,708,685, of its outstanding shares of common stock without extending the tender offer so that it repurchases up to $560 million of its shares. By way of example, if the purchase price is the minimum purchase price of $19.50 per share, the Company intends to exercise its right to purchase up to an additional 1,708,685 of its outstanding shares to the extent tendered in the tender offer. The Company also expressly reserves the right, in its sole discretion, to purchase additional shares subject to applicable legal requirements.

Upon the terms and subject to the conditions of the tender offer, if more than 25,454,545 shares, or such greater number of shares as the Company may elect to purchase subject to applicable law, have been validly

tendered and not properly withdrawn prior to the Expiration Date, at prices at or below the purchase price, the Company will purchase shares on the following basis:

1. all shares properly tendered before the Expiration Date from all holders of an aggregate of fewer than 100 shares (“odd lots”) who (a) properly tender all shares owned beneficially or of record at a price at or below the purchase price (partial tenders will not qualify for this preference), and (b) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery;

2. subject to the conditional tender provisions described in the Offer to Purchase, all other shares properly tendered at or below the purchase price and not properly withdrawn on or prior to the Expiration Date on a pro rata basis, if necessary, with appropriate adjustments to avoid purchases of fractional shares; and

3. only if necessary to permit the Company to purchase 25,454,545 shares, or such greater number of shares as the Company may elect to purchase subject to applicable law, shares conditionally tendered (for which the condition was not initially satisfied) and not properly withdrawn on or prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot in accordance with the Offer to Purchase. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have properly tendered all of their shares.

Remember, the tender offer will expire on the Expiration Date unless extended by the Company. IF YOU INTEND TO EXERCISE YOUR VESTED STOCK OPTIONS IN ORDER TO TENDER SHARES IN THE TENDER OFFER, YOU MUST ALLOW SUFFICIENT TIME TO COMPLETE THE EXERCISE AND TO HAVE THE SHARES TRANSFERRED TO YOUR ACCOUNT AND TO SUBMIT THE SHARES IN THE TENDER OFFER BY THE EXPIRATION DATE. YOU MUST OBTAIN THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL IN ORDER TO TENDER YOUR SHARES IN THE TENDER OFFER. IT IS RECOMMENDED THAT YOU EXERCISE YOUR SHARES NO LATER THAN TUESDAY, SEPTEMBER 19, 2006, TO ALLOW SUFFICIENT TIME TO COMPLETE THE EXERCISE. You may obtain copies of the Offer to Purchase and the Letter of Transmittal by calling Georgeson, Inc., the information agent for the tender offer, at (800) 295-3782 (toll-free).

You should consult your own tax advisor as to the particular U.S. federal income tax consequences to you of tendering shares pursuant to the tender offer and the applicability and effect of any state, local or foreign tax laws and other tax consequences with respect to the tender offer. In particular, if your options are “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), you should discuss with your tax advisor any implications of exercising your options and tendering the shares into the tender offer in light of the applicable holding periods under Section 422 of the Code.

THE TENDER OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM, OR ON BEHALF OF, HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

2

EX-99.(A)(1)(IX)

Exhibit (a)(1)(ix)

Contact:	Stephen C. Vaughan
	Vice President and
	Chief Financial Officer
	(405) 225-4800

SONIC COMMENCES OFFER TO PURCHASE UP TO APPROXIMATELY

25.5 MILLION SHARES OF ITS COMMON STOCK THROUGH

A MODIFIED “DUTCH AUCTION” TENDER OFFER

OKLAHOMA CITY (August 15, 2006) – Sonic Corp. (NASDAQ: SONC), the nation’s largest chain of drive-in restaurants, today announced that it is commencing its modified “Dutch Auction” tender offer first announced on August 11, 2006. In the tender offer, Sonic is offering to purchase up to 25,454,545 shares of its common stock at a price per share not less than $19.50 and not greater than $22.00, for a maximum aggregate purchase price of $560 million. The high end of this range represents an 11.5% premium to the closing price for the company’s common stock on August 11, 2006. The tender offer will expire at 5:00 p.m., Eastern Time, on Friday, September 22, 2006, unless extended. The number of shares proposed to be purchased in the tender offer represents approximately 30% percent of Sonic’s currently outstanding common stock.

In the tender offer, Sonic’s stockholders will have the opportunity to tender some or all of their shares at a price within the $19.50 to $22.00 per share range. Based on the number of shares tendered and the prices specified by the tendering stockholders, Sonic will determine the purchase price per share by selecting the lowest per share price within the range that will enable it to buy 25,454,545 shares of stock, or fewer shares if a lesser number is properly tendered. All shares accepted in the tender offer will be purchased at the same price per share even if tendered at a lower price. If stockholders tender more than 25,454,545 shares of stock at or below the purchase price per share, Sonic will purchase the shares tendered by those stockholders on a pro rata basis, as specified in the offer to purchase that is being distributed to stockholders. Sonic’s intent is to purchase up to $560 million of common stock in the tender offer. In the event the final purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, Sonic intends to exercise its right to purchase up to an additional 2% of its outstanding shares without extending the tender offer so that it may repurchase up to $560 million of common stock.

The tender offer is not contingent upon a minimum number of shares being tendered. It is subject to a number of other terms and conditions, including the receipt of financing as noted below, all of which are specified in the offer to purchase.

-MORE-

SONC Commences Modified Dutch Auction Tender

Page 2

August 15, 2006

None of Sonic’s management, its Board of Directors, the dealer managers, the information agent or the depository is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares in the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will tender their shares.

Sonic’s directors and executive officers have advised Sonic that they do not intend to tender any of their shares in the tender offer.

Sonic has signed a commitment letter dated August 10, 2006, with Banc of America Securities and Lehman Brothers to arrange a new senior secured credit facility, which is expected to consist of a $100 million, five-year revolving credit facility and a $675 million, seven-year term loan facility. The new senior secured credit facility will be used to fund the purchase of shares in the tender offer, refinance certain of Sonic’s existing debt and pay related fees and expenses. Under the commitment letter, Banc of America Securities and Lehman Brothers will act as joint lead arrangers for the new senior secured credit facilities. Lehman Commercial Paper Inc. will act as sole and exclusive syndication agent and will syndicate such facilities on a best efforts basis. In addition, Banc of America Securities and Lehman Brothers have committed, subject to the terms and conditions of the commitment letter, to provide $50 million and $20 million, respectively, of the new senior secured credit facilities. The consummation of the tender offer is conditioned upon receipt of this financing.

Banc of America Securities and Lehman Brothers have been retained to act as dealer managers for the tender offer. Banc of America Securities also has been retained to act as the company’s financial advisor for the above-mentioned transactions.

After completion of the tender offer, subject to market conditions, Sonic may pursue a refinancing of its new senior secured credit facility with a securitized transaction and has engaged Lehman Brothers as its sole structuring advisor to evaluate the securitized transaction.

The information agent for the tender offer is Georgeson Inc. and the depository is UMB Bank, N.A. The offer to purchase, letter of transmittal and related documents will be distributed to stockholders promptly. Stockholders with questions or who would like additional copies of the tender offer documents may call the information agent at (866) 295-3782. Banks and brokers may call (212) 440-9800.

Sonic, America’s Drive-In, originally started as a hamburger and root beer stand in 1953 in Shawnee, Okla., called Top Hat Drive-In, and then changed its name to Sonic in 1959. The first drive-in to adopt the Sonic name is still serving customers in Stillwater, Okla. Sonic has approximately 3,150 drive-ins coast to coast and in Mexico. More than a million customers eat at Sonic every day. For more information about Sonic Corp. and its subsidiaries, visit Sonic at www.sonicdrivein.com.

-MORE-

SONC Commences Modified Dutch Auction Tender

Page 3

August 15, 2006

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any shares. The full details of the tender offer, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal and related materials, which are expected to be mailed to stockholders promptly following commencement of the offer. Stockholders should read carefully the offer to purchase, the letter of transmittal and other related materials when they are available because they will contain important information. Stockholders may obtain free copies, when available, of the offer to purchase and other related materials that will be filed by the company with the Securities and Exchange Commission at the Commission’s website at www.sec.gov. When available, stockholders also may obtain a copy of these documents, free of charge, from Georgeson Inc., the company’s information agent.

This press release also contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those expressed in, or underlying, these forward-looking statements are detailed in the company’s annual and quarterly report filings with the Securities and Exchange Commission. The company undertakes no obligation to publicly release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.

-END-

EX-99.(A)(5)(I)

Exhibit (a)(5)(i)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Sonic Corp. The tender offer is made solely by the Offer to Purchase dated August 15, 2006 and the related Letter of Transmittal, and any amendments or supplements thereto. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares in any jurisdiction in which the making or acceptance of offers would not be in compliance with the laws of that jurisdiction. In any jurisdictions where the laws require that the tender offer be made by a licensed broker or dealer, the tender offer shall be deemed to be made on behalf of the Company by Banc of America Securities LLC or Lehman Brothers Inc., the Dealer Managers for this tender offer, or one or more registered brokers or dealers licensed under the laws of that jurisdiction.

Notice of Offer to Purchase for Cash

By

Up to 25,454,545 Shares of its Common Stock

(including the Associated Rights to Purchase

Series A Junior Preferred Stock)

At a Purchase Price of Not Greater Than $22.00

Nor Less Than $19.50 Per Share

Sonic Corp., a Delaware corporation (the “Company”), invites its stockholders to tender up to 25,454,545 shares of its common stock, $0.01 par value per share, including the associated rights to purchase Series A Junior Preferred Stock issued under the Rights Agreement, as amended, between the Company and UMB Bank, N.A., as successor Rights Agent, for purchase by the Company at a price not greater than $22.00 nor less than $19.50 per share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 15, 2006 and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the tender offer).

THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, SEPTEMBER 22, 2006 (THE “EXPIRATION DATE”), UNLESS THE TENDER OFFER IS EXTENDED.

The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to other conditions, including the receipt of financing, as described in the offer to purchase.

Upon the terms and subject to the conditions of the tender offer, the Company will determine a single purchase price not greater than $22.00 nor less than $19.50 per share, that it will pay for the shares properly tendered and not properly withdrawn, taking into account the number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price that will allow it to purchase 25,454,545 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. The Company will purchase all the shares properly tendered at prices at or below the purchase price prior to the Expiration Date upon the terms and subject to the conditions of the tender offer, including “odd lot” priority, proration and conditional tender provisions. If more than 25,454,545 shares (or such greater number of shares as the Company may elect to purchase subject to applicable law) have been properly tendered and not properly withdrawn prior to the Expiration Date, at prices at or below the purchase price, the Company will purchase properly tendered shares on the following basis:

(a) first, from all stockholders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares at or below the purchase price selected by the Company and do not properly withdraw them before the expiration of the tender offer;

(b) second, subject to the conditional tender provisions described in of the Offer to Purchase, on a pro rata basis from all other stockholders who properly tender shares at or below the purchase price selected by the Company and do not properly withdraw them before the expiration of the tender offer; and

        (c) third, only if necessary to permit the Company to purchase 25,454,545 shares (or such greater number of shares as the Company may elect to purchase, subject to applicable law) from holders who have tendered shares conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have properly tendered all of their shares and not properly withdrawn them before the expiration of the tender offer.

All other shares that have been tendered and not purchased will be returned to stockholders promptly after the Expiration Date. The Company expressly reserves the right to extend the tender offer at any time and from time to time by oral or written notice to the Depositary (as defined in the Offer to Purchase) and by making a public announcement of such extension, in which event the term “Expiration Date” shall mean the latest time and date to which the tender offer, as so extended by the Company, shall expire. During any such extension, all shares previously tendered and not properly withdrawn will remain subject to the tender offer and to the right of the tendering stockholder to withdraw such stockholder’s shares.

The Company intends to purchase up to $560 million of its shares in the tender offer. In the event the purchase price is less than the maximum price of $22.00 per share and more than 25,454,545 shares are tendered in the tender offer at or below the purchase price, the Company intends to exercise its right to purchase up to an additional 2%, or 1,708,685 of its outstanding shares without extending the tender offer so that it repurchases up to $560 million of its shares. By way of example, if the purchase price is the minimum purchase price of $19.50 per share, the Company intends to purchase up to an additional 1,708,685 of its outstanding shares to the extent tendered in the tender offer. The Company expressly reserves the right, in its sole discretion, to purchase additional shares subject to applicable legal requirements.

Tenders of shares made pursuant to the tender offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after 12:00 midnight, Eastern time, on Thursday, October 12, 2006 unless accepted for payment as provided in the Offer to Purchase prior to that time. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase and must specify the name of the person who tendered the shares to be withdrawn, the number of shares to be withdrawn, and the name of the registered holder of the shares, if different from that of the person who tendered such shares. If the shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (as defined in the Offer to Purchase), except in the case of shares tendered by an Eligible Institution, must be submitted prior to the release of such shares. In addition, such notice must specify, in the case of shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the shares to be withdrawn. In the case of shares tendered pursuant to the procedures for book-entry transfer, such notice must specify the name and number of the account at the Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be credited with the withdrawn shares.

For purposes of the tender offer, the Company will be deemed to have accepted for payment shares that are properly tendered at or below the purchase price and not properly withdrawn, subject to the “odd lot” priority, proration and conditional tender provisions of the tender offer, only when, as and if the Company gives oral or written notice to the Depositary of its acceptance of the shares for payment pursuant to the tender offer.

Payment for shares tendered and accepted for payment pursuant to the tender offer will be made only after timely receipt by the Depositary of certificates for such shares or a timely confirmation of a book-entry transfer of such shares into the Depositary’s account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal with any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in connection with book-entry delivery, and any other documents required by the Letter of Transmittal.

After evaluating the Company’s current business, financial condition and growth plans, the Company’s Board of Directors has determined this transaction will establish a capital structure that is more appropriate for the long term strategy of the Company’s business. The tender offer is intended to achieve multiple objectives, including establishing a capital structure that is more appropriate for the business, demonstrating confidence in the Company’s growth, maintaining financial flexibility to execute the Company’s business plan, providing value to continuing stockholders and providing an opportunity for stockholders who wish to receive cash for all or a portion of their shares to do so efficiently.

The Company’s Board of Directors has approved the tender offer. However, the Company, the Board of Directors, the Dealer Managers and the Information Agent make no recommendation to any stockholder whether to tender or refrain from tendering shares or as to the purchase price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decision whether to tender shares and, if so, how many shares to tender and the price or prices at which they will tender the shares. In doing so, stockholders should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including the Company’s reasons for making the tender offer. The Company’s directors and executive officers have advised the Company that they do not intend to tender any of their shares in the tender offer.

The receipt of cash by stockholders for tendered shares purchased by the Company in the tender offer will generally be treated for United States federal income tax purposes either as a sale or exchange eligible for capital gain or loss treatment or a dividend. Stockholders are strongly encouraged to read the Offer to Purchase for additional information regarding the United States federal income tax consequences of participating in the tender offer and to consult their tax advisors.

The information required pursuant to Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

The Offer to Purchase and the Letter of Transmittal contain important information that should be read before any decision is made with respect to the tender offer.

Copies of the Offer to Purchase and the Letter of Transmittal are being mailed to record holders of shares. Additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be obtained at the Company’s expense from the Information Agent at the address and telephone number set out below. Any questions or requests for assistance may be directed to the Information Agent or the Dealer Managers at their respective telephone numbers and addresses set out below. Stockholders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer.

The Information Agent for the tender offer is:

17 State Street, 10^th Floor

New York, New York 10004

Banks and Brokerage Firms Please Call Collect: (212) 440-9800

All Others Call Toll Free: (866) 295-3782

The Dealer Managers for the tender offer are:

Banc of America Securities LLC	Lehman Brothers Inc.
9 West 57th Street	745 Seventh Avenue
New York, New York 10019	New York, New York 10019
(212) 583-8502 (Call Collect)	(888) 610-5877 (Call Toll Free)
(888) 583-8900, ext. 8502 (Call Toll Free)

August 15, 2006

EX-99.(B)(I)

Exhibit (b)(i)

BANK OF AMERICA, N.A.

BANC OF AMERICA SECURITIES LLC

214 NORTH TRYON STREET

NC1-027-18-03

CHARLOTTE, NC 28255

LEHMAN COMMERCIAL PAPER INC.

LEHMAN BROTHERS INC.

745 7^th AVENUE

NEW YORK, NEW YORK 10019

August 10, 2006

Sonic Corp.

300 Johnny Bench Drive

Oklahoma City, OK 73104

Re:        $775 Million Senior Credit Facilities

Ladies and Gentlemen:

Bank of America, N.A. (“Bank of America”) is pleased to offer to be the sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) for $775 million in Senior Secured Credit Facilities (the “Senior Credit Facilities”) comprised of (a) a $100 million revolving credit facility (the “Revolving Credit Facility”) and (b) a $675 million term loan facility (the “Term Loan Facility”) to Sonic Corp. (“you” or the “Borrower”), and Bank of America is pleased to offer its commitment to lend up to $50 million of the Revolving Credit Facility, upon and subject to the terms and conditions of this letter and the Summary of Terms and Conditions attached hereto (the “Summary of Terms”). Lehman Commercial Paper Inc. (“LCPI”) is pleased to offer its commitment to lend up to $20 million of the Revolving Credit Facility, upon and subject to the terms and conditions of this letter and the Summary of Terms and Conditions. LCPI shall be the sole and exclusive syndication agent (in such capacity, the “Syndication Agent”) for the Senior Credit Facilities. Banc of America Securities LLC (“BAS”) and Lehman Brothers Inc. (“Lehman”) are pleased to advise you of their willingness as joint lead arrangers and joint book managers (in such capacities, the “Joint Lead Arrangers”) for the Senior Credit Facilities, to use their best efforts to form a syndicate of financial institutions (the “Lenders”) reasonably acceptable to you for the Senior Credit Facilities. No additional agents, co-agents or arrangers will be appointed and no other titles will be awarded without our prior written approval.

The commitments of Bank of America and LCPI hereunder and the undertaking of the Joint Lead Arrangers to provide the services described herein are subject to the satisfaction of each of the following conditions precedent and each of the conditions precedent identified in the Summary of Terms in a manner acceptable to Bank of America, LCPI and the Joint Lead Arrangers: (a) the accuracy and completeness in all material respects of all representations that you and your affiliates make to Bank of America, LCPI and the Joint Lead Arrangers and your compliance with the terms of this Commitment Letter (including the Summary of Terms) and the Fee Letters (as hereinafter defined); (b) prior to and during the syndication of the Senior Credit Facilities there shall be no competing offering, placement or arrangement of any debt securities (other than the royalty securitization) or bank financing by or on behalf

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of the Borrower or any of its subsidiaries; (c) the negotiation, execution and delivery of definitive documentation for the Senior Credit Facilities consistent with the Summary of Terms and otherwise satisfactory to Bank of America, LCPI and the Joint Lead Arrangers; (d) no change, occurrence or development that shall have occurred or become known to Bank of America, LCPI or the Joint Lead Arrangers since August 31, 2005 that could reasonably be expected to have a material adverse effect on the business, assets, liabilities (actual or contingent), operations or financial condition of the Borrower and its subsidiaries, taken as a whole, except as set forth in SEC filings of the Borrower prior to the date hereof; and (e) commitments shall have been received from Lenders for the remaining $705 million of the Senior Credit Facilities on the terms and conditions referred to herein and in the Summary of Terms.

The Joint Lead Arrangers intend to commence syndication efforts promptly upon your acceptance of this Commitment Letter and the Fee Letters (as hereinafter defined). You agree to actively assist the Joint Lead Arrangers in achieving a syndication of the Senior Credit Facilities that is satisfactory to them. Such assistance shall include (a) your providing and causing your advisors to provide Bank of America, LCPI and the Joint Lead Arrangers and the other Lenders upon request with all information reasonably deemed necessary by Bank of America, LCPI and the Joint Lead Arrangers to complete syndication; (b) your assistance in the preparation of an Information Memorandum to be used in connection with the syndication of the Senior Credit Facilities; (c) your using reasonable efforts to ensure that the syndication efforts of the Joint Lead Arrangers benefit materially from your existing banking relationships; and (d) otherwise assisting Bank of America, LCPI and the Joint Lead Arrangers in their syndication efforts, including by making your senior management and advisors available from time to time to attend and make presentations regarding the business and prospects of the Borrower and its subsidiaries, as appropriate, at one or more meetings of prospective Lenders.

It is understood and agreed that the Joint Lead Arrangers will manage and control all aspects of the syndication in consultation and agreement with you, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders; provided it is further understood that all of the lenders in the Borrower’s existing credit facility will be provided an opportunity to participate in the Revolving Credit Facility. It is understood that no Lender participating in the Senior Credit Facilities will receive compensation from you in order to obtain its commitment, except on the terms contained herein, in the Summary of Terms and in the Fee Letter.

You hereby represent, warrant and covenant that (a) all information, other than Projections (defined below), which has been or is hereafter made available to Bank of America, LCPI, the Joint Lead Arrangers or the Lenders by you or any of your representatives (or on your or their behalf) in connection with the transactions contemplated hereby (the “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, and (b) all financial projections concerning the Borrower and its subsidiaries that have been or are hereafter made available to Bank of America, LCPI, the Joint Lead Arrangers or the Lenders by you or any of your representatives (the “Projections”) have been or will be prepared in good faith based upon reasonable assumptions. You agree to furnish us with such Information and Projections as we may reasonably request and to supplement the Information and the Projections from time to time until the closing date for the Senior Credit Facilities (the “Closing Date”) so that the representation, warranty and covenant in the preceding sentence is correct on the Closing Date. In issuing this commitment and in arranging and syndicating the Senior Credit Facilities, Bank of America, LCPI and the Joint Lead Arrangers are and will be using and relying on the Information and the Projections (collectively, the “Pre-Commitment Information”) without independent verification thereof.

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You hereby acknowledge that (a) the Joint Lead Arrangers, Bank of America and/or LCPI will make available Information and Projections (collectively, “Borrower Materials”) to the proposed syndicate of Lenders by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the proposed Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). You hereby agree that (w) you will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and include a reasonably detailed term sheet among such Borrower Materials and that all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” you shall be deemed to have authorized the Joint Lead Arrangers, Bank of America, LCPI and the proposed Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements of the definitive credit documentation; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Joint Lead Arrangers, Bank of America and LCPI shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

By executing this Commitment Letter, you agree to reimburse Bank of America, LCPI and the Joint Lead Arrangers from time to time on demand for all reasonable out-of-pocket fees and expenses (including, but not limited to, (a) the reasonable fees, disbursements and other charges of Moore & Van Allen PLLC, as counsel to the Joint Lead Arrangers and the Administrative Agent, and to the extent approved by you (such approval not to be unreasonably withheld) of special and local counsel to the Lenders retained by BAS or the Administrative Agent, (b) due diligence expenses, and (c) all CUSIP fees for registration with the Standard & Poor’s CUSIP Service Bureau) incurred in connection with the Senior Credit Facilities, the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby.

You agree to indemnify and hold harmless Bank of America, LCPI, the Joint Lead Arrangers, each Lender and each of their affiliates and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter or any related transaction or (b) the Senior Credit Facilities and any other financings or any use made or proposed to be made with the proceeds thereof except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect,

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consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. It is further agreed that Bank of America shall only have liability to you (as opposed to any other person), and that Bank of America shall be liable solely in respect of its own commitment to the Senior Credit Facilities on a several, and not joint, basis with any other Lender. It is further agreed that LCPI shall only have liability to you (as opposed to any other person), and that LCPI shall be liable solely in respect of its own commitment to the Senior Credit Facilities on a several, and not joint, basis with any other Lender. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems.

This Commitment Letter, the fee letter among you, Bank of America, LCPI and the Joint Lead Arrangers of even date herewith (the “Joint Fee Letter”) and the fee letter among you, Bank of America and BAS of even herewith (the “Administrative Agent Fee Letter”; together with the Joint Fee Letter, the “Fee Letters”) and the contents hereof and thereof are confidential and, except for disclosure hereof or thereof on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the Senior Credit Facilities or as otherwise required by law, may not be disclosed in whole or in part to any person or entity without our prior written consent; provided, however, it is understood and agreed that you may disclose this Commitment Letter (including the Summary of Terms) but not the Fee Letters after your acceptance of this Commitment Letter and the Fee Letters, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Bank of America, LCPI and the Joint Lead Arrangers hereby notify you 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”), each of them is required to obtain, verify and record information that identifies you, which information includes your name and address and other information that will allow Bank of America, LCPI or the Joint Lead Arrangers, as applicable, to identify you in accordance with the Act.

You acknowledge that Bank of America, LCPI and the Joint Lead Arrangers or their affiliates may be providing financing or other services to parties whose interests may conflict with yours. Bank of America, LCPI and the Joint Lead Arrangers agree that they will not furnish confidential information obtained from you to any of their other customers and that they will treat confidential information relating to you and your affiliates with the same degree of care as they treat their own confidential information. Bank of America, LCPI and the Joint Lead Arrangers further advise you that they will not make available to you confidential information that they have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that Bank of America, LCPI and the Joint Lead Arrangers are permitted to access, use and share with any of their bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you or any of your affiliates that is or may come into the possession of Bank of America, LCPI or any Joint Lead Arranger or any of such affiliates.

In connection with all aspects of each transaction contemplated by this letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (i) the Senior Credit Facilities and any related arranging or other services described in this letter is an arm’s-length commercial transaction between you and your affiliates, on the one hand, and Bank of America, LCPI and the Joint Lead Arrangers, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this letter; (ii) in connection with the process leading to such transaction, Bank of America, LCPI and the Joint Lead Arrangers each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other party; (iii) neither Bank of America, LCPI nor any Joint Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in

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your or your affiliates’ favor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether Bank of America, LCPI or any Joint Lead Arranger has advised or is currently advising you or your affiliates on other matters) and neither Bank of America, LCPI nor any Joint Lead Arranger has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this letter; (iv) Bank of America, LCPI and the Joint Lead Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and your affiliates and Bank of America, LCPI and the Joint Lead Arrangers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) Bank of America, LCPI and the Joint Lead Arrangers have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against Bank of America, LCPI and any Joint Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty.

The provisions of the immediately preceding five paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the Senior Credit Facilities shall be executed and delivered, and notwithstanding the termination of this letter or any commitment or undertaking hereunder.

This Commitment Letter and the Fee Letters may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Commitment Letter or the Fee Letters by telecopier or facsimile shall be effective as delivery of a manually executed counterpart thereof.

This Commitment Letter and the Fee Letters shall be governed by, and construed in accordance with, the laws of the State of New York. Each of you, Bank of America, LCPI and the Joint Lead Arrangers hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including, without limitation, the Summary of Terms), the Fee Letters, the transactions contemplated hereby and thereby or the actions of Bank of America, LCPI and the Joint Lead Arrangers in the negotiation, performance or enforcement hereof. The commitments and undertakings of Bank of America, LCPI and the Joint Lead Arrangers may be terminated by us, if you fail to perform your obligations under this Commitment Letter or the Fee Letters on a timely basis.

This Commitment Letter, together with the Summary of Terms and the Fee Letters, embodies the entire agreement and understanding among Bank of America, LCPI, the Joint Lead Arrangers, you and your affiliates with respect to the Senior Credit Facilities and supersedes all prior agreements and understandings relating to the specific matters hereof. However, please note that the terms and conditions of the commitment of Bank of America and LCPI and the undertaking of the Joint Lead Arrangers hereunder are not limited to those set forth herein or in the Summary of Terms. Those matters that are not covered or made clear herein or in the Summary of Terms or the Fee Letters are subject to mutual agreement of the parties. No party has been authorized by Bank of America, LCPI or the Joint Lead Arrangers to make any oral or written statements that are inconsistent with this Commitment Letter. This Commitment Letter is not assignable by the Borrower without our prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties.

This offer will expire at 5:00 p.m. EST time on August 11, 2006 unless you execute this letter and the Fee Letters and return them to us prior to that time (which may be by facsimile transmission), whereupon this letter and the Fee Letters (each of which may be signed in one or more counterparts) shall become binding agreements. Thereafter, this undertaking and commitment will expire on September 29, 2006 unless definitive documentation for the Senior Credit Facilities is executed and delivered prior to such

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date. In consideration of the time and resources that the Joint Lead Arrangers, Bank of America and LCPI will devote to the Senior Credit Facilities, you agree that, until such expiration, you will not solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing Senior Credit Facilities (other than the royalty securitization) for the Borrower and its subsidiary.

THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,
BANK OF AMERICA, N.A.
By:	/s/
	Name:
	Title:
BANC OF AMERICA SECURITIES LLC
By:	/s/
	Name:
	Title:
LEHMAN COMMERCIAL PAPER INC.
By:	/s/
	Name:
	Title:
LEHMAN BROTHERS INC.
By:	/s/
	Name:
	Title:

ACCEPTED AND AGREED TO

AS OF THE DATE FIRST ABOVE WRITTEN:

SONIC CORP.
By:	/s/    Stephen C. Vaughan
	Name:	Stephen C. Vaughan
	Title:	Chief Financial Officer

SUMMARY OF TERMS AND CONDITIONS

SONIC CORP.

$775 MILLION SENIOR CREDIT FACILITIES

BORROWER:	Sonic Corp., a Delaware corporation (the “Borrower”).
GUARANTORS:	The Senior Credit Facilities (defined below) shall be guaranteed by all existing and future direct and indirect domestic and, to the extent no adverse tax consequences would result, foreign subsidiaries of the Borrower (the “Guarantors”). All guarantees shall be guarantees of payment and not of collection.
ADMINISTRATIVE
AGENT:	Bank of America, N.A. (the “Administrative Agent” or “Bank of America”) will act as sole and exclusive administrative agent.
SYNDICATION
AGENT:	Lehman Commercial Paper Inc. (the “Syndication Agent” or “LCPI”) will act as sole and exclusive syndication agent.
JOINT LEAD ARRANGERS
AND JOINT Book
MANAGERS:	Banc of America Securities LLC (“BAS”) and Lehman Brothers Inc. (“Lehman”; together with BAS, the “Joint Lead Arrangers”).
LENDERS:	A syndicate of financial institutions (including Bank of America and LCPI) arranged by the Joint Lead Arrangers, which institutions shall be acceptable to the Borrower and the Administrative Agent (collectively, the “Lenders”).
SENIOR CREDIT
FACILITIES:	An aggregate principal amount of up to $775 million will be available upon the terms and conditions hereinafter set forth:
	Revolving Credit Facility: $100 million five-year revolving credit facility (the “Revolving Credit Facility”), which will include a $5 million sublimit for the issuance of standby letters of credit denominated in U.S. dollars only (each a “Letter of Credit”) and a $5 million sublimit for swingline loans (each a “Swingline Loan”). Letters of Credit will be issued by Bank of America (in such capacity, the “Fronting Bank”) and Swingline Loans will be made available by Bank of America (the “Swingline Lender”), and each Lender will purchase an irrevocable and unconditional participation in each Letter of Credit and Swingline Loan. Letters of credit under the Borrower’s existing credit facility will be treated as Letters of Credit under the Revolving Credit Facility.

Term Loan Facility: a $675 million seven-year term loan facility, all of which will be drawn on the Closing Date (the “Term Loan Facility”).

The Revolving Credit Facility and the Term Loan Facility are collectively referred to herein as the “Senior Credit Facilities”.

SWINGLINE OPTION: Swingline Loans will be made available on a same day basis in an aggregate amount not exceeding $5,000,000 and in minimum amounts of $250,000.

PURPOSE: The proceeds of the Senior Credit Facilities shall be used for the repurchase of shares of the Borrower, working capital, capital expenditures, and other lawful corporate purposes.

CLOSING DATE: The execution of definitive loan documentation, to occur on or before September 29, 2006 (the “Closing Date”).

INTEREST RATES: As set forth in Addendum II.

MATURITY: The Revolving Credit Facility shall terminate and all amounts outstanding thereunder shall be due and payable in full five years from the Closing Date.

The Term Loan Facility shall be subject to repayment according to the Scheduled Amortization, with the final payment of all amounts outstanding, plus accrued interest, being due seven years after the Closing Date,.

AVAILABILITY/SCHEDULED AMORTIZATION: Revolving Credit Facility: Advances under the Revolving Credit Facility may be made on a revolving basis up to the full amount of the Revolving Credit Facility and Letters of Credit may be issued up to the sublimit for Letters of Credit.

Term Loan Facility: The Term Loan Facility will be subject to quarterly amortization of principal, with 27 quarterly principal installments aggregating 6.75% of the Term Loan Facility and a final payment at maturity in an amount equal to 93.25% of the Term Loan Facility (collectively, the “Scheduled Amortization”).

MANDATORY PREPAYMENTS

AND COMMITMENT

REDUCTIONS: In addition to the amortization set forth above, (a) 100% of all net cash proceeds (i) from sales of property and assets of the Borrower and its subsidiaries (excluding sales of inventory in the ordinary course of business and other exceptions to be agreed upon in the loan documentation), (ii) of Extraordinary Receipts (to be defined in the loan documentation and to exclude cash receipts in the ordinary course of business) and (iii) from the issuance or incurrence after the Closing Date of additional debt of the Borrower or any of its subsidiaries (except as permitted under the loan documentation) and (b)(i) 50% of Excess Cash

2

Flow (to be defined in the loan documentation) of the Borrower and its subsidiaries (if the Leverage Ratio as of the end of the applicable fiscal year is greater than or equal to 3.5 to 1.0), (ii) 25% of Excess Cash Flow of the Borrower and its Subsidiaries (if the Leverage Ratio as of the end of the applicable fiscal year is greater than or equal to 2.5 to 1.0 but less than 3.5 to 1.0) and (ii) 0% of Excess Cash Flow of the Borrower and its Subsidiaries (if the Leverage Ratio as of the end of the applicable fiscal year is less than 2.5 to 1.0) shall be applied to the prepayment of the Senior Credit Facilities in the following manner: first, ratably to the principal repayment installments of the Term Loan Facility on a pro rata basis and, second, to the Revolving Credit Facility.

OPTIONAL

PREPAYMENTS

AND COMMITMENT

REDUCTIONS: The Borrower may prepay the Senior Credit Facilities in whole or in part at any time without penalty, subject to reimbursement of the Lenders’ breakage and redeployment costs in the case of prepayment of LIBOR borrowings. The unutilized portion of any commitment under the Senior Credit Facilities in excess of the Swingline Loans and the stated amount of all Letters of Credit may be irrevocably canceled in whole or in part.

SECURITY: The Borrower and each of the Guarantors shall grant the Administrative Agent and the Lenders valid and perfected first priority (subject to certain exceptions to be set forth in the loan documentation) liens and security interests in all of the following:

(a) All present and future shares of capital stock of (or other ownership or profit interests in) each of its present and future subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, to a pledge of 66% of the capital stock of each such first-tier foreign subsidiary to the extent the pledge of any greater percentage would result in adverse tax consequences to the Borrower).

(b) All of the present and future personal property and assets of the Borrower and each Guarantor, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, tradenames, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash.

(c) All proceeds and products of the property and assets described in clauses (a) and (b) above.

The Security shall ratably secure the relevant party’s obligations in respect of the Senior Credit Facilities, any treasury management

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	arrangements and any interest rate swap or similar agreements with a Lender under the Senior Credit Facilities.
CONDITIONS PRECEDENT
TO CLOSING:	The Closing (and the initial funding) of the Senior Credit Facilities will be subject to satisfaction of the conditions precedent deemed appropriate by the Administrative Agent and the Lenders including, but not limited to, the following:
	(i)     The negotiation, execution and delivery of definitive documentation (including, without limitation, satisfactory legal opinions and other customary closing documents) for the Senior Credit Facilities satisfactory to the Joint Lead Arrangers, the Administrative Agent and the Lenders.
	(ii)    The Lenders shall have received satisfactory evidence that the Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (subject to certain exceptions to be set forth in the loan documentation, including without limitation with respect to vehicles and bank accounts other than the Borrower’s primary sweep account) lien and security interest in the collateral referred to under the section “Security” set forth above.
	(iii)  The absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to (x) have a material adverse effect on the business, assets, properties, liabilities (actual and contingent), operations or financial condition of the Borrower and its subsidiaries, taken as a whole, (y) materially adversely affect the ability of the Borrower or the Guarantors, taken as a whole, to perform its or their obligations under the loan documentation or (z) materially adversely affect the rights and remedies of the Administrative Agent or the Lenders under the loan documentation (collectively, a “Material Adverse Effect”).
	(iv)   All of the Pre-Commitment Information shall be complete and correct in all material respects; and no changes or developments shall have occurred, and no new or additional information, shall have been received or discovered by the Joint Lead Arrangers regarding the Borrower and its subsidiaries or the transactions contemplated hereby after the date of the Commitment Letter to which this is attached that could reasonably be expected to have a Material Adverse Effect; and
	(v)    The Senior Credit Facilities shall have received senior secured, unenhanced debt ratings from each of Standard & Poor’s Ratings Services, and Moody’s Investors Service, Inc.
CONDITIONS PRECEDENT

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TO ALL BORROWINGS: (i) All representations and warranties are true and correct as of the date of each borrowing; and (ii) no event of default under the Senior Credit Facilities or incipient default has occurred and is continuing, or would result from such borrowing.

REPRESENTATIONS

AND WARRANTIES: Usual and customary for transactions of this type, to include without limitation: (i) corporate existence and status; (ii) corporate power and authority, enforceability; (iii) no violation of law, contracts or organizational documents; (iv) no material litigation; (v) accuracy and completeness of specified financial statements and no material adverse change; (vi) no required governmental or third party approvals or consents; (vii) use of proceeds and not engaging in business of purchasing/carrying margin stock; (viii) status under Investment Company Act; (ix) ERISA matters; (x) environmental matters; (xi) tax matters; (xii) ownership of property and insurance matters; (xiii) accuracy of disclosure; (xiv) compliance with laws; (xv) subsidiaries; (xvi) no default; (xvii) perfected liens, security interests and charges; and (xviii) solvency.

COVENANTS: Usual and customary for transactions of this type, to include without limitation: (i) delivery of financial statements, SEC filings, compliance certificates and notices of default, material litigation, material governmental proceedings or investigations, ERISA and environmental proceedings and material changes in accounting or financial reporting practices; (ii) compliance with laws and material contractual obligations; (iii) payment of obligations; (iv) preservation of existence; (v) maintenance of books and records and inspection rights; (vi) use of proceeds; (vii) maintenance of insurance; (viii) limitation on liens (with exceptions to be agreed including for (a) liens securing permitted capital leases and (b) a general lien basket of $5 million); (ix) limitation on the incurrence of debt (with exceptions to be agreed including for (a) purchase money obligations in an aggregate amount not exceeding $5 million, (b) capital leases in existence on the Closing Date and any capital leases related to franchisee acquisitions in an aggregate amount not exceeding $100 million, (c) unsecured debt in an aggregate amount not exceeding $25 million and (d) guaranty obligations in an aggregate amount not exceeding $15 million); (x) limitation on mergers, consolidations and sales of assets (with exceptions to be agreed including for sales of assets that do not exceed (a) 5% of total consolidated assets in any fiscal year and (b) 10% of total consolidated assets during the term of the Senior Credit Facilities (subject to de minimis reinvestment baskets to be determined)); (xi) limitation on capital expenditures (with an exception for capital expenditures in any fiscal year that do not exceed in the aggregate 60% of consolidated EBITDA for the previous fiscal year and with a carry forward of unused amounts to be determined); (xii) limitation on dividends, stock redemptions and the redemption and/or prepayment of other debt (with exceptions to be agreed including for stock redemptions in an aggregate amount not exceeding $25 million in any fiscal year and $100 million during the term of the Senior Credit Facilities so long as (a) there is $50 million of availability under the

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Revolving Credit Facility after giving effect to any such stock redemptions and (b) no default or event of default exists prior to and after giving effect to any such stock redemptions); (xiii) limitation on investments (including loans and advances) and acquisitions (with exceptions to be agreed including for (a) loans to any partners of partnerships, any franchisees of Sonic Industries, Inc. and any advertising cooperatives in which the Borrower or its franchisees are members in an aggregate amount not exceeding $20 million and (b) franchisee acquisitions in an aggregate amount not exceeding $60 million in any fiscal year and $150 million during the term of the Senior Credit Facilities); (xiv) limitation on transactions with affiliates and (xv) limitation on sale/leaseback transactions (with an exception for sale/leasebacks on properties obtained in connection with franchisee acquisitions).

Financial covenants to consist of:

• Maintenance on a rolling four quarter basis of a Maximum Leverage Ratio (total funded debt/EBITDA) of not greater than (a) 4.5 to 1.0 as of any fiscal quarter ending between the Closing Date and August 30, 2007, (b) 4.25 to 1.0 as of any fiscal quarter ending between August 31, 2007 and August 30, 2008, (c) 4.0 to 1.0 as of any fiscal quarter ending between August 31, 2008 and August 30, 2009 and (d) 3.75 to 1.0 as any fiscal quarter ending thereafter; and

• Maintenance on a rolling four quarter basis of a Minimum Fixed Charge Coverage Ratio (EBITR/interest expense plus rent expense) of not less than 2.0 to 1.0.

EVENTS OF DEFAULT: Usual and customary in transactions of this type, to include without limitation: (i) nonpayment of principal, interest, fees or other amounts with a grace period for amounts other than principal and reimbursement obligations to be agreed; (ii) any representation or warranty proving to have been incorrect when made or confirmed; (iii) failure to perform or observe covenants set forth in the loan documentation within a specified period of time, where customary and appropriate, after such failure; (iv) cross-default to other indebtedness in an amount to be agreed; (v) bankruptcy and insolvency defaults (with grace period for involuntary proceedings); (vi) monetary judgment defaults in an amount to be agreed; (vii) actual or asserted invalidity of any loan documentation; (viii) change of control; and (ix) customary ERISA defaults.

ASSIGNMENTS AND PARTICIPATIONS: Revolving Credit Facility Assignments: Each Lender will be permitted to make assignments in respect of the Revolving Credit Facility in a minimum amount equal to $5 million to other financial institutions approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall not be unreasonably withheld or delayed; provided, however, that the approval of the Borrower shall not be required in connection with

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assignments to other Lenders, to any affiliate of a Lender, or to any Approved Fund (as such term shall be defined in the definitive loan documentation) and the approval of the Administrative Agent shall not be required in connection with assignments to other Lenders under the Revolving Credit Facility. Notwithstanding the foregoing, however, any Lender assigning a Commitment (as such term shall be defined in the definitive loan documentation) shall be required to obtain the approval of the Administrative Agent, the Fronting Bank, and the Swingline Lender, unless the proposed assignee is already a Lender.

Term Loan Facility Assignments: Each Lender will be permitted to make assignments in respect the Term Loan Facility in a minimum amount equal to $1 million to other financial institutions approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall not be unreasonably withheld or delayed; provided, however, that the approvals of the Administrative Agent and the Borrower shall not be required in connection with assignments of the Term Loan Facility to other Lenders, to any affiliate of a Lender or to any Approved Fund.

Assignments Generally: An assignment fee will be charged with respect to each assignment as set forth in Addendum I. Each Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign as security all or part of its rights under the loan documentation to any Federal Reserve Bank.

Participations: Lenders will be permitted to sell participations with voting rights limited to significant matters such as changes in amount, rate and maturity date and releases of all or substantially all of the collateral or the Guarantors.

WAIVERS AND AMENDMENTS: Amendments and waivers of the provisions of the credit agreement and other definitive credit documentation will require the approval of Lenders holding loans and commitments representing more than 50% of the aggregate amount of loans and commitments under the Senior Credit Facilities (the “Required Lenders”), except that (i) the consent of all of the Lenders affected thereby shall be required with respect to (a) increases in the commitment of such Lenders, (b) reductions of principal, interest or fees, (c) extensions of scheduled maturities or times for payment, and (d) releases of all or substantially all of the collateral or the Guarantors, (ii) the Lenders under the Term Loan Facility shall have customary tranche voting rights and (iii) certain amendments and waivers to be determined will require the approval of Lenders holding a majority of the aggregate loans and commitments under the Revolving Credit Facility

INDEMNIFICATION: The Borrower will indemnify and hold harmless the Administrative Agent, the Joint Lead Arrangers, each Lender and their respective affiliates and their officers, directors, employees, agents and advisors from and against all losses, liabilities, claims, damages or expenses

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arising out of or relating to the Senior Credit Facilities, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable attorneys’ fees (including the allocated cost of internal counsel) and settlement costs. This indemnification shall survive and continue for the benefit of all such persons or entities.

GOVERNING LAW: State of New York.

PRICING/FEES/

EXPENSES: As set forth in Addendum II.

OTHER: Each of the parties shall (i) waive its right to a trial by jury and (ii) submit to New York jurisdiction. The loan documentation will contain customary increased cost, withholding tax, capital adequacy and yield protection provisions.

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ADDENDUM I

PROCESSING AND RECORDATION FEES

The Administrative Agent will charge the assigning Lender a processing and recordation fee (an “Assignment Fee”) in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below:

Transaction:	Assignment Fee:
First four concurrent assignments or suballocations to members of an Assignee Group (or from members of an Assignee Group, as applicable)	-0-
Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable)	$500

For purposes hereof, “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. The terms “Affiliate,” “Approved Fund” and “Eligible Assignee” shall be defined in the definitive loan documentation.

ADDENDUM II

PRICING, FEES AND EXPENSES

COMMITMENT FEE: The Borrower will pay a fee (the “Commitment Fee”), determined in accordance with the Performance Pricing grid set forth below, on the unused portion of each Lender’s commitments under the Senior Credit Facilities. The Commitment Fee is payable quarterly in arrears commencing upon the Closing Date. Swingline Loans will not be deemed to be utilization for purposes of calculating the Commitment Fee.

LETTERS OF

CREDIT FEES: The Borrower will pay a fee (the “Letter of Credit Fee”), determined in accordance with the Performance Pricing grid set forth below, on the maximum amount available to be drawn under each Letter of Credit that is issued and outstanding. The Letter of Credit Fee is payable quarterly in arrears, commencing on the Closing Date, and will be shared proportionately by the Lenders.

INTEREST RATES: At the Borrower’s option, (x) any loan (other than Swingline Loans) under the Revolving Credit Facility that is made to it will bear interest at a rate equal to the Applicable Margin, as determined in accordance with the Performance Pricing grid set forth below, plus one of the following indexes: (i) LIBOR and (ii) for Dollar-denominated loans only, the Base Rate (to be defined as the higher of (a) the Bank of America prime rate and (b) the Federal Funds rate plus .50%) and (y) any loan under the Term Loan Facility that is made to it will bear interest at a rate equal to 2.00-2.25% plus LIBOR or 0.75-1.00% plus the Base Rate. Each Swingline Loan shall bear interest at the Base Rate.

The Borrower may select interest periods of 1, 2, 3 or 6 months, or if available to all Lenders, 9 or 12 months for LIBOR loans. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly.

A default rate shall apply on all overdue payment obligations under the Senior Credit Facilities at a rate per annum of 2% above the applicable interest rate. During the continuance of a default or event of default (other than a payment default) under the Senior Credit Facilities, the interest rate on all obligations under the Senior Credit Facilities shall increase by 2% above the applicable interest rate at the option of the Required Lenders.

PERFORMANCE

PRICING: The Commitment Fee, Applicable Margin for the Revolving Credit Facility and Letter of Credit Fee, for any fiscal quarter, shall be the applicable rate per annum set forth in the table below opposite the ratio of the Leverage Ratio determined as of the last day of the immediately preceding fiscal quarter.

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Leverage Ratio	Commitment         Fee	Applicable         Margin         for LIBOR         Loans	Revolving           Letter of           Credit Fee	Applicable Margin         for Base Rate         Loans
< 2.5:1.0	0.20%	1.00%	1.00%	0.00%
³ 2.5:1.0 but < 3.0:1.0	0.25%	1.25%	1.25%	0.00%
³ 3.0:1.0 but < 3.5:1.0	0.25%	1.50%	1.50%	0.25%
> 3.5:1.0	0.375%	1.75%	1.75%	0.50%

CALCULATION OF

INTEREST AND FEES: Other than calculations in respect of interest at the Bank of America prime rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360 day year.

COST AND YIELD

PROTECTION: Customary for transactions and facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments, changes in capital adequacy and capital requirements or their interpretation, illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes.

EXPENSES: The Borrower will pay all reasonable costs and expenses associated with the preparation, due diligence, administration, syndication and closing of all loan documentation, including, without limitation, the legal fees of counsel to the Administrative Agent and the Joint Lead Arrangers, regardless of whether or not the Senior Credit Facilities is closed. The Borrower will also pay the expenses of the Administrative Agent and each Lender in connection with the enforcement of any loan documentation.

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