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THIRD AMENDED AND RESTATED INDENTURE SUPPLEMENT
dated as of August 27, 1999
between
FFCA FRANCHISE LOAN OWNER TRUST 1998-1,
as Issuer
and
LASALLE BANK NATIONAL ASSOCIATION f/k/a LASALLE NATIONAL BANK,
as Indenture Trustee
FFCA FRANCHISE LOAN OWNER TRUST 1998-1
FRANCHISE LOAN BACKED NOTES SERIES 1998-1
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This Third Amended and Restated Indenture Supplement ("INDENTURE SUPPLEMENT
NO. 3") is entered into effect as of August 27, 1999, between FFCA FRANCHISE
LOAN OWNER TRUST 1998-1, a Delaware business trust, as Issuer (the "ISSUER"),
and LASALLE BANK NATIONAL ASSOCIATION f/k/a LASALLE NATIONAL BANK, as Indenture
Trustee (the "INDENTURE TRUSTEE"), which amends and restates in its entirety the
Second Amended and Restated Indenture Supplement ("INDENTURE SUPPLEMENT NO. 2"),
as entered into effect on March 18, 1999, between Issuer and Indenture Trustee,
which amends and restates in its entirety the Amended and Restated Indenture
Supplement ("INDENTURE SUPPLEMENT NO. 1"), as entered into effect on October 30,
1998, between Issuer and Indenture Trustee, which amends and restates in its
entirety the Series 0000-0 Xxxxxxxxx Supplement (the "ORIGINAL INDENTURE
SUPPLEMENT"), as entered into effect on August 14, 1998, between Issuer and
Indenture Trustee, which supplements and amends that certain Indenture (the
"INDENTURE") dated as of August 14, 1998 between the Issuer and the Indenture
Trustee.
PRELIMINARY STATEMENT
The Issuer was created by a trust agreement dated as of August 14, 1998
(the "TRUST Agreement"), among FFCA Loan Warehouse Corporation, as Depositor,
Franchise Finance Corporation of America, as the Company and as Paying Agent,
and Wilmington Trust Company, as Owner Trustee. The Issuer duly authorized the
execution and delivery of the Original Indenture Supplement, Indenture
Supplement No. 1, Indenture Supplement No. 2 and this Indenture Supplement No. 3
to provide for the issuance of its Franchise Loan Backed Notes, Series 1998-1
(the "NOTES"). The Notes are issuable as provided in this Indenture Supplement
No. 3 and in the Indenture.
Section 2.01 of the Indenture provides, among other things, that the Issuer
may enter into an Indenture Supplement for the purposes of authorizing a Series
of Notes and to specify certain terms of such Series of Notes. This Indenture
Supplement No. 3 is an Indenture Supplement as described in the Indenture. All
terms used in this Indenture Supplement No. 3 which are defined in the
Indenture, either directly or by reference therein, have the meanings assigned
to them therein, except to the extent that such terms are defined in this
Indenture Supplement No. 3 or unless the context clearly requires.
The parties hereto wish to amend and restate Indenture Supplement No. 2 in
its entirety in accordance with the terms of this Indenture Supplement No. 3.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, Issuer and the Indenture Trustee, intending to be legally
bound, hereby agree as follows:
Section 1. CERTAIN DEFINED TERMS. Section 2.01 of the Indenture provides
that the meaning of certain defined terms used in the Indenture shall, when
applied to a particular Series, be as defined in the Indenture Supplement with
respect to such Series. Accordingly, the following definitions shall apply with
respect to the Notes:
(a) SERIES DESIGNATION. The Notes shall be designated as the Issuer's
Franchise Loan Backed Notes, Series 1998-1.
(b) CLOSING DATE. The Closing Date with respect to the Notes shall be
August 14, 1998.
(c) MATURITY DATE. The Maturity Date with respect to the Notes shall be
December 31, 1999.
(d) MAXIMUM NOTE PRINCIPAL BALANCE. The Maximum Note Principal Balance with
respect to the Notes shall be $900,000,000.
Section 2. TERMINATION OF THE REVOLVING PERIOD. The Revolving Period shall
terminate on such date as provided in Section 2.07 of the Sale and Servicing
Agreement.
Section 3. RATIFICATION OF THE INDENTURE. As supplemented and amended by
this Indenture Supplement No. 3, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented and amended by this Indenture
Supplement No. 3 shall be read, taken and construed as one and the same
document.
Section 4. SUPPLEMENT TO GOVERN. Notwithstanding anything to the contrary
in this Indenture Supplement No. 3, to the extent that the terms of this
Indenture Supplement No. 2 conflict with the terms of the Indenture, the terms
of this Indenture Supplement No. 3 shall govern.
Section 5. ALL REQUISITE ACTION TAKEN. All things necessary to make this
Indenture Supplement No. 3 a valid agreement of the Issuer and the Indenture
Trustee in accordance with its terms have been done.
Section 6. GOVERNING LAW. THIS INDENTURE SUPPLEMENT NO. 3 SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 7. COUNTERPARTS. This Indenture Supplement No. 3 may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
2
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture Supplement No. 3 to be duly executed by their respective officers,
thereunto duly authorized and duly attested, all as of the day and year first
above written.
FFCA FRANCHISE LOAN OWNER
TRUST 1998-1
By: Wilmington Trust Company
not in its individual capacity but
solely as Owner Trustee
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Financial Services Officer
LASALLE BANK NATIONAL ASSOCIATION
f/k/a
LASALLE NATIONAL BANK,
as Indenture Trustee
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
STATE OF Deleware
COUNTY OF New Castle
BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Xxxxxxxx Xxxxxxx, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said
WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual
capacity, but solely as Owner Trustee on behalf of FFCA FRANCHISE LOAN OWNER
TRUST 1998-1, a Delaware business trust, and that such person executed the same
as the act of said business trust for the purpose and consideration therein
expressed, and in the capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 28th day of July, 1999.
/s/ Xxxxxxx X. Xxxxxx
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Notary Public in and for the State of New York
My commission expires:
Xxxxxxx X. Xxxxxx
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Notary Public
My Commission Expires November 21, 0000
XXXXX XX Xxxxxxxx
XXXXXX XX Xxxx
XXXXXX XX, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Xxxxxxx X. Xxxxx, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of LASALLE BANK
NATIONAL ASSOCIATION f/k/a LASALLE NATIONAL BANK, a national banking
association, and that such person executed the same as the act of said
corporation for the purpose and consideration therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 28th day of July, 1999.
/s/ Xxxxxxx X. Xxxxxx
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Notary Public in and for the State of Illinois
(Seal)
My commission expires:
12-1-2001
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