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INDENTURE SUPPLEMENT
between
FFCA FRANCHISE LOAN OWNER TRUST 1998-1,
as Issuer
and
LASALLE NATIONAL BANK,
as Indenture Trustee
SERIES 1998-1 INDENTURE SUPPLEMENT
Dated as of August 14, 1998
FFCA FRANCHISE LOAN OWNER TRUST 1998-1
FRANCHISE LOAN BACKED NOTES SERIES 1998-1
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This Series 1998-1 Indenture Supplement (this "INDENTURE
SUPPLEMENT") is entered into effective August 14, 1998, between FFCA FRANCHISE
LOAN OWNER TRUST 1998-1, a Delaware business trust, as Issuer (the "Issuer"),
and LASALLE NATIONAL BANK, as Indenture Trustee (the "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 has
duly authorized the execution and delivery of this Indenture Supplement 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 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 is an Indenture Supplement as described in the
Indenture. All terms used in this Indenture Supplement 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 or unless the context clearly requires.
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 August 31, 1999 (the "Initial Maturity Date"); provided that, if the
first Extension Date shall occur prior to the Initial Maturity Date, the
Maturity Date shall be automatically extended to October 31, 1999.
(d) MAXIMUM NOTE PRINCIPAL BALANCE. The Maximum Note Principal
Balance with respect to the Notes shall be $600,000,000.
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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, the Indenture is in all respects ratified
and confirmed and the Indenture as so supplemented and amended by this Indenture
Supplement shall be read, taken and construed as one and the same document.
Section 4. SUPPLEMENT TO GOVERN. Notwithstanding anything to
the contrary in this Supplement, to the extent that the terms of this Supplement
conflict with the terms of the Indenture, the terms of this Supplement shall
govern.
Section 5. ALL REQUISITE ACTION TAKEN. All things necessary to
make this Indenture Supplement 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 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 Supplement 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.
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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have
caused this Indenture Supplement 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
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not in its individual capacity but
solely as Owner Trustee
By: /s/ Xxx X. Xxxxxxx
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Name: Xxx X. Xxxxxxx
Title: Senior Financial Services Officer
LASALLE NATIONAL BANK,
as Indenture Trustee
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: First Vice President
STATE OF DELAWARE
COUNTY OF NEW CASTLE
BEFORE ME, the undersigned authority, a Notary Public in and
for said county and state, on this day personally appeared Xxx X. 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 10th day of
August, 1998.
/s/ Xxxxxxx X. Xxxxxx
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Notary Public in and for the State of New York
My commission expires:
11-21-99
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STATE OF ILLINOIS
COUNTY OF XXXX
BEFORE ME, the undersigned authority, a Notary Public in and
for said county and state, on this day personally appeared Xxxxxxx 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 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 11th day of
August, 1998.
/s/ Xxxxxxx Xxxx Xxxxx
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Notary Public in and for the State of New York
(Seal)
My commission expires:
10-9-2000
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