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AMENDMENT NO. 1
dated as of August 27, 1999
to the
AMENDED AND RESTATED
SALE AND SERVICING AGREEMENT,
among
FFCA FRANCHISE LOAN OWNER TRUST 1998-1
(Issuer)
FFCA LOAN WAREHOUSE CORPORATION
(Depositor)
FFCA ACQUISITION CORPORATION
(Loan Originator)
FRANCHISE FINANCE CORPORATION OF AMERICA
(Servicer)
and
LASALLE BANK NATIONAL ASSOCIATION f/k/a LASALLE NATIONAL BANK
(Indenture Trustee)
FFCA FRANCHISE LOAN OWNER TRUST 1998-1
FRANCHISE LOAN BACKED NOTES ISSUABLE IN SERIES
Dated as of March 18, 1999
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AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
AMENDMENT NO. 1 TO THE SALE AND SERVICING AGREEMENT, dated as of August 27,
1999 ("AMENDMENT NO. 1") to that certain Amended and Restated Sale and Servicing
Agreement, dated as of March 18, 1999 (the "SALE AND SERVICING AGREEMENT"),
among FFCA FRANCHISE LOAN OWNER TRUST 1998-1, a Delaware business trust (the
"ISSUER" or the "TRUST"), FFCA LOAN WAREHOUSE CORPORATION, a Delaware
corporation, as Depositor (the "DEPOSITOR"), FFCA ACQUISITION CORPORATION, a
Delaware corporation, as Loan Originator (the "LOAN ORIGINATOR"), FRANCHISE
FINANCE CORPORATION OF AMERICA, a Delaware corporation ("FFCA"), as Servicer
(the "SERVICER"), and LASALLE BANK NATIONAL ASSOCIATION f/k/a LASALLE NATIONAL
BANK, a national banking association, as Indenture Trustee on behalf of the
Noteholders (in such capacity, the "INDENTURE TRUSTEE").
PRELIMINARY STATEMENTS
WHEREAS, the parties hereto have entered into the Sale and Servicing
Agreement, whereby the Trust Estate was conveyed to the Issuer;
WHEREAS, Section 12.02 provides the Sale and Servicing Agreement may be
amended in writing by the parties thereto; and
WHEREAS the parties hereto wish to make certain amendments to the Sale and
Servicing Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
shall have the meaning set forth in the Sale and Servicing Agreement.
2. AMENDMENT TO SALE AND SERVICING AGREEMENT.
(a) Section 1.01 is hereby amended by deleting the definition of
"LIBOR MARGIN" and by replacing such definition with the following:
LIBOR MARGIN: With respect to each day, a percentage equal to the sum of:
(a) in the case of Other Mortgage Loans: (I) the sum for all Other Mortgage
Loans of the product for each Other Mortgage Loan of (A) the applicable Loan
Margin and (B) the applicable Other Margin Balance as of such day, divided by
(II) the Note Principal Balance as of such day,
(b) in the case of Mortgage Loans (exclusive of Other Mortgage Loans) up to
$300,000,000 of related Note Principal Balance: 0.70% multiplied by a fraction,
(I) the numerator of which is the positive difference, if any, of (A) the lesser
of (i) $300,000,000 and (ii) the Note Principal Balance as of such day minus (B)
the sum of all Other Margin Balances as of such day and (II) the denominator of
which is the Note Principal Balance as of such day, and
(c) in the case of Mortgage Loans (exclusive of Other Mortgage Loans) in
excess of $300,000,000 of related Note Principal Balance: 1.00% multiplied by a
fraction, (I) the numerator of which is the positive difference, if any, of (A)
the Note Principal Balance as of such day minus (B) the sum of (i) the sum of
all Other Margin Balances as of such day and (ii) the amount stated in clause
(b)(I) above, as of such day, and (II) the denominator of which is the Note
Principal Balance as of such day.
The intent of the foregoing LIBOR Margin formula is to calculate the LIBOR
Margin attributable to Other Mortgage Loans solely in clause (a) and to
calculate the LIBOR Margin attributable to Mortgage Loans in clauses (b) and (c)
based on the relative portion of Note Principal Balance attributable to such
Mortgage Loans under and in excess of $300,000,000, calculated, in the case of
(b) and (c), without counting Other Mortgage Loans.
(b) Section 1.01 is hereby amended by deleting the definition of
"PAYMENT DATE" and by replacing such definition with the following:
PAYMENT DATE: The second Business Day following each Determination Date.
From time to time, the Majority Noteholders and the Issuer may agree, upon
written notice to the Indenture Trustee, to additional Payment Dates in
accordance with SECTION 5.01(C)(3).
3. FULL FORCE AND EFFECT. Except as modified by this Amendment No. 1, the
Sale and Servicing Agreement shall otherwise remain in full force and effect
against any and all of the parties thereunder.
4. GOVERNING LAW. This Amendment No. 1 shall be governed by, and construed
in accordance with, the laws of the State of New York, without reference to its
conflicts of laws provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance therewith.
5. COUNTERPARTS. This Amendment No. 1 may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF the parties have executed this Amendment No. 1 as of the
date first above written.
FFCA FRANCHISE LOAN OWNER TRUST 1998-1,
as Issuer
By: Wilmington Trust Company, not in its
individual capacity but solely as
Owner Trustee
By: /s/ Xxxxxxxx Xxxxxxx
-------------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Financial Services Officer
FFCA LOAN WAREHOUSE CORPORATION,
as Depositor
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
FFCA ACQUISITION CORPORATION
as Loan Originator
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
FRANCHISE FINANCE CORPORATION OF AMERICA,
as Servicer
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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
