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                                 AMENDMENT NO. 4

                           dated as of January 1, 2000

                                     to the

                            NOTE PURCHASE AGREEMENT,

                                      among

                     FFCA FRANCHISE LOAN OWNER TRUST 1998-1,
                                   as Issuer,

                          FFCA ACQUISITION CORPORATION,

                        FFCA LOAN WAREHOUSE CORPORATION,
                                  as Depositor

                                       and

                   MORGAN STANLEY SECURITIZATION FUNDING INC.,
                                  as Purchaser

                           Dated as of August 14, 1998

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                                 AMENDMENT NO. 4
                                     TO THE
                             NOTE PURCHASE AGREEMENT


          AMENDMENT NO. 4 TO THE NOTE PURCHASE AGREEMENT, dated as of January 1,
2000  ("AMENDMENT NO. 4") to that certain Note Purchase  Agreement,  dated as of
August 14, 1998 (the "NOTE  PURCHASE  AGREEMENT")  among FFCA Loan Trust  1998-1
(the "ISSUER"),  FFCA Acquisition  Corporation,  FFCA Loan Warehouse Corporation
(the "DEPOSITOR") and Morgan Stanley  Securitization  Funding Inc. ("MSSFI," and
in its  capacity  as  Purchaser  hereunder,  the  "PURCHASER"),  as  amended  by
Amendment  No. 1 to the Note  Purchase  Agreement,  dated as of October 30, 1998
("AMENDMENT NO. 1"), Amendment No. 2 to the Note Purchase Agreement, dated as of
March 18, 1999  ("AMENDMENT  NO. 2") and  Amendment  No. 3 to the Note  Purchase
Agreement,  dated as of August 27,  1999  ("AMENDMENT  NO.  3"),  each among the
Issuer, FFCA Acquisition Corporation, the Depositor and the Purchaser.

                             PRELIMINARY STATEMENTS

          WHEREAS,  the  parties  hereto have  entered  into that  certain  Note
Purchase Agreement, whereby the Purchaser agrees to purchase certain Notes;

          WHEREAS,  the Purchaser  wishes to amend the Note Purchase  Agreement;
and

          WHEREAS,  Section 10.01 provides that the Note Purchase  Agreement may
be amended in writing by the parties thereto;

          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 respective  meanings  ascribed to such terms in the Note Purchase
Agreement.

          2. AMENDMENT TO NOTE PURCHASE AGREEMENT.

          (a) Section  1.01 is hereby  amended by  deleting  the  definition  of
"COMMITMENT AMOUNT" and by replacing such definition with the following:

          "COMMITMENT AMOUNT" means an amount equal to $600,000,000.

          (b)  Section  2.02 is hereby  amended by adding at the end thereof the
following sentence:

          On or prior to the  date of the  execution  of  Amendment  No.  4, the
     Issuer  shall  pay or  cause  to be paid  to the  Purchaser  an  additional
     commitment fee of $360,000 (the "ADDITIONAL COMMITMENT FEE"), to be payable
     by wire  transfer in  immediately  available  funds,  to the account of the
     Purchaser  in  accordance  with the  instructions  set forth on  Schedule I
     hereto.

          (c) Article X is hereby amended by adding the following:

          SECTION 10.12.  LIMITATION OF OWNER TRUSTEE LIABILITY. It is expressly
     understood  and agreed by the parties  hereto  that (a) this Note  Purchase
     Agreement  is executed and  delivered  by  Wilmington  Trust  Company,  not
     individually  or personally  but solely as Trustee of FFCA  Franchise  Loan
     Owner Trust 1998-1,  in the exercise of the powers and authority  conferred
     and  vested  in it,  (b)  each  of the  representations,  undertakings  and
     agreements herein made on the part of the Trust is made and intended not as
     personal  representations,  undertakings and agreements by Wilmington Trust
     Company but is made and  intended  for the  purpose  for  binding  only the
     Trust,  (c) nothing  herein  contained  shall be  construed as creating any
     liability on Wilmington  Trust  Company,  individually  or  personally,  to
     perform any covenant either expressed or implied contained herein, all such
     liability,  if any, being expressly waived by the parties hereto and by any
     Person  claiming by,  through or under the parties  hereto and (d) under no
     circumstances  shall Wilmington Trust Company be personally  liable for the
     payment of any  indebtedness  or expenses of the Trust or be liable for the
     breach or failure of any obligation,  representation,  warranty or covenant
     made or undertaken  by the Trust under this Note Purchase  Agreement or any
     other related documents.

          3.  COVENANT  TO PAY.  The  Issuer,  FFCA  Acquisition  Corp.  and the
Depositor  jointly  and  severally  covenant  to pay as and when  billed  by the
Purchaser  the  reasonable  fees,  disbursements  and expenses of counsel to the
Purchaser in connection with the amendments to the Basic  Documents  effected on
the date hereof.

          4. FULL FORCE AND EFFECT.  Except as modified by this Amendment No. 4,
the Note  Purchase  Agreement  shall  otherwise  remain in full force and effect
against any and all of the parties thereunder.

          5.  GOVERNING  LAW.  This  Amendment  No. 4 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.

          6.  COUNTERPARTS.  This Amendment No. 4 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.

                            [SIGNATURE PAGE FOLLOWS]

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          IN WITNESS  WHEREOF the parties have executed this  Amendment No. 4 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/ Rosemary Pantano
                                         ---------------------------------------
                                         Name: Rosemary Pantano
                                         Title: Financial Services Officer

                                     FFCA ACQUISITION CORPORATION


                                     By: /s/ Dennis L. Ruben
                                         ---------------------------------------
                                         Name: Dennis L. Ruben
                                         Title: Executive Vice President

                                     MORGAN STANLEY SECURITIZATION FUNDING INC.,
                                       as Purchaser


                                     By: /s/ Andrew B. Neuberger
                                         ---------------------------------------
                                         Name: Andrew B. Neuberger
                                         Title: Vice President

                                     FFCA LOAN WAREHOUSE CORPORATION,
                                       as Depositor


                                     By: /s/ Dennis L. Ruben
                                         ---------------------------------------
                                         Name: Dennis L. Ruben
                                         Title: Vice President

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>
ACCEPTED AND AGREED
LASALLE BANK NATIONAL ASSOCIATION f/k/a LASALLE NATIONAL BANK, as Indenture
Trustee


By: /s/ Michael B. Evans
    -----------------------------------
    Name: Michael B. Evans
    Title: Senior Vice President

                                      -2-
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                                   SCHEDULE I

                          PURCHASER ACCOUNT INFORMATION


          Bank: Citibank

          ABA Routing number: 021000089 (For the Account of MSSFI)

          Account number: 40739088

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