FIRST AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIRST  AMENDMENT TO SECOND AMENDED AND RESTATED  CREDIT  AGREEMENT
(this  "First  Amendment"),  dated as of June 30,  1998,  is entered  into among
FRANCHISE FINANCE  CORPORATION OF AMERICA, a Delaware  corporation  ("Company"),
the banks listed on the signature page hereof (the "Lenders"),  and NATIONSBANK,
N.A.  (successor  by merger to  NationsBank  of Texas,  N.A.) in its capacity as
administrative agent for the Lenders (the "Administrative Lender").

         A. Company,  Lenders,  certain Co-Agents and Administrative  Lender are
parties to that certain Second Amended and Restated Credit  Agreement,  dated as
of December 29, 1997, as amended by that certain waiver  letter,  dated February
17, 1998 (said Credit Agreement,  as amended, the "Credit Agreement";  the terms
defined in the Credit  Agreement and not otherwise  defined herein shall be used
herein as defined in the Credit Agreement).

         B.  Company,  Lenders  and  Administrative  Lender  desire to amend the
Credit Agreement to make certain amendments thereto.

         NOW,  THEREFORE,  in  consideration  of the  covenants,  conditions and
agreements  hereafter set forth, and for other good and valuable  consideration,
the  receipt  and  adequacy  of which are all hereby  acknowledged,  the parties
hereto covenant and agree as follows:

         1.       AMENDMENTS TO CREDIT AGREEMENT.

                  (a) The  definition of  "Applicable  Law" set forth in Section
         1.1 of the Credit Agreement is hereby amended to read as follows:

                           "`APPLICABLE LAW' means (a) in respect of any Person,
                  all provisions of constitutions,  statutes, rules, regulations
                  and  orders  of  governmental  bodies or  regulatory  agencies
                  applicable  to  such  Person  and its  properties,  including,
                  without limiting the foregoing,  all orders and decrees of all
                  courts and  arbitrators in proceedings or actions to which the
                  Person in question is a party, and (b) in respect of contracts
                  relating  to  interest  or  finance  charges  that are made or
                  performed  in the State of Texas,  `Applicable  Law' means the
                  laws  of the  United  States  of  America,  including  without
                  limitation  12 USC ss.ss.  85 and 86, as amended  from time to
                  time,  and any other  statute of the United  States of America
                  now or at any time hereafter  prescribing the maximum rates of
                  interest on loans and  extensions  of credit,  and the laws of
                  the State of Texas, including, without limitation, Art. 1H, if
                  applicable, and if Art. 1H is not applicable, Art. 1D, and any
                  other  statute  of the  State  of  Texas  now  or at any  time
                  hereafter  prescribing  maximum rates of interest on loans and
                  extensions of credit;  provided that the parties  hereto agree
                  that the  provisions of Chapter 346 of the Texas Finance Code,
                  as amended, shall not apply to Advances,  this Agreement,  the
                  Notes or any other Loan Papers."
<PAGE>
                  (b) The  definition  of  "Highest  Lawful  Rate"  set forth in
         Section  1.1 of the  Credit  Agreement  is  hereby  amended  to read as
         follows:

                           "`HIGHEST  LAWFUL RATE' shall mean at the  particular
                  time in question  the maximum  rate of interest  which,  under
                  Applicable  Law,  the Lenders are then  permitted to charge on
                  the Obligation.  If the maximum rate of interest which,  under
                  Applicable  Law,  the Lenders are  permitted  to charge on the
                  Obligation  shall change  after the date  hereof,  the Highest
                  Lawful Rate shall be automatically  increased or decreased, as
                  the case may be, from time to time as of the effective time of
                  each change in the Highest  Lawful Rate without  notice to the
                  Borrower.  For purposes of determining the Highest Lawful Rate
                  under the Applicable Law of the State of Texas, the applicable
                  rate ceiling shall be (a) the weekly rate ceiling described in
                  and computed in accordance with the provisions of Art. ID.003,
                  or (b) if the  parties  subsequently  contract  as  allowed by
                  Applicable  Law,  the  quarterly  ceiling  or  the  annualized
                  ceiling computed pursuant to Art. ID.008;  provided,  however,
                  that at any  time  the  weekly  rate  ceiling,  the  quarterly
                  ceiling or the  annualized  ceiling shall be less than 18% per
                  annum  or more  than 24% per  annum,  the  provisions  of Art.
                  ID.009(a)   and  (b)  shall   control  for  purposes  of  such
                  determination, as applicable."

                  (c)  Article 4 of the Credit  Agreement  is hereby  amended by
         adding a new Section 4.21 thereto to read as follows:

                           "4.21  YEAR 2000  COMPLIANCE.  The  Borrower  has (a)
                  initiated a review and  assessment of all areas within its and
                  each of its Subsidiaries'  business and operations  (including
                  those  affected by its  suppliers  and vendors)  that could be
                  adversely  affected by the "Year 2000  Problem"  (that is, the
                  risk that computer applications used by the Borrower or any of
                  its  Subsidiaries (or its suppliers and vendors) may be unable
                  to recognize  and perform  properly  date-sensitive  functions
                  involving  certain dates prior to and any date after  December
                  31, 1999),  (b)  developed a plan and timeline for  addressing
                  the Year  2000  Problem  on a timely  basis,  and (c) to date,
                  implemented  that plan in accordance with that timetable.  The
                  Borrower  reasonably  believes that all computer  applications
                  (including  those  of its  suppliers  and  vendors)  that  are
                  material  to its or any  of  its  Subsidiaries'  business  and
                  operations will on a timely basis be able to perform  properly
                  date-sensitive  functions  for  all  dates  before  and  after
                  January 1, 2000 (that is, be "Year 2000 Compliant"), except to
                  the  extent  that a failure to do so could not  reasonably  be
                  expected to have a Material Adverse Effect."

                  (d)  Article 5 of the Credit  Agreement  is hereby  amended by
         adding a new Section 5.15 thereto to read as follows:

                           "5.15  YEAR  2000   COMPLIANCE.   The  Borrower  will
                  promptly  notify  the  Administrative  Agent in the  event the
                  Borrower discovers or determines that any computer application
                  (including  those  of  its  suppliers  and  vendors)  that  is
                  material  to its or any  of  its  Subsidiaries'  business  and
                  operations  will not be Year  2000  Compliant,  except  to the

                                       2
<PAGE>

                  extent that such failure  could not  reasonably be expected to
                  have a Material Adverse Effect."

                  (e) Section 6.6 of the Credit  Agreement is hereby  amended to
         read as follows:

                           "6.6  DISPOSITIONS OF ASSETS.  Company shall not, and
                  shall not  permit any of its  Subsidiaries  to,  sell,  lease,
                  assign,  or otherwise  dispose of any assets of Company or any
                  of its Subsidiaries in an Asset Sale, or otherwise  consummate
                  any Asset Sale,  except so long as there  exists no Default or
                  Event of Default,  and no Default or Event of Default would be
                  caused thereby,  Company and its  Subsidiaries  may consummate
                  Asset Sales for fair market value in an  aggregate  amount not
                  to  exceed  during  any  period  of  four  consecutive  fiscal
                  quarters 25% of Total Assets (calculated as an amount equal to
                  the result of (a) the sum of Total  Assets as of the first day
                  of each fiscal  quarter  during such four  quarter  period (b)
                  divided by four),  provided  that the Asset Sale  Proceeds  in
                  excess of $3,000,000 of each Asset Sale  (including in respect
                  of an Asset  Securitization)  which  occurs  after the Closing
                  Date  are  applied  as  provided  in  Section  2.5(b)  hereof;
                  provided  that,   notwithstanding   anything   herein  to  the
                  contrary,  (i)  Company  will not dispose of any assets at any
                  time in an amount that would impair or  jeopardize  the status
                  of  Company  as a Real  Estate  Investment  Trust and (ii) the
                  market  value of any  assets  sold in an Asset  Securitization
                  shall be excluded from the  calculation of assets  disposed of
                  in Asset Sales for purposes of the 25% limitation set forth in
                  this  Section  6.6. On the day of any Asset Sale by Company or
                  its  Subsidiaries  in which the Asset  Sale  Proceeds  thereof
                  exceed  $3,000,000,  Company shall  deliver to  Administrative
                  Agent a certificate of an Authorized  Officer certifying as to
                  the amount of gross  proceeds  thereof and costs and  expenses
                  payable  thereof which were deducted in determining  the Asset
                  Sale Proceeds."

                  (f) Section 6.10 of the Credit  Agreement is hereby amended to
         read as follows:

                           "6.10 LOANS AND  INVESTMENTS.  Company shall not, and
                  shall  not  permit  any  of  its  Subsidiaries  to,  make  any
                  Investment  to, or make or have any Investment in, any Person,
                  or make any  commitment to make any such  Investment,  or make
                  any acquisition,  except (a) investments  existing on the date
                  hereof as shown on Section 4.13  hereto,  (b)  Investments  in
                  Cash  Equivalents,  (c)  Investments in travel advances in the
                  ordinary  course of business to officers  and  employees,  (d)
                  Investments  in accounts  receivable  arising in the  ordinary
                  course of business, (e) Investments in Subsidiaries of Company
                  in compliance with Section 6.17 hereof, and (f) Investments in
                  the  form of  subordinated  investment  securities  and  other
                  similar  instruments   obtained  by  Company  or  any  of  its
                  Subsidiaries  in  connection  with  an  Asset  Securitization;
                  provided  that  the  aggregate   amount  of  such  Investments
                  pursuant to clause (f) (including  the Secured  Franchise Loan
                  Pass-Through Certificates shown on Schedule 4.13 hereto) shall
                  not exceed 20% of Total Assets at any time."

                                       3
<PAGE>

                  (g) The Compliance Certificate in the form of Exhibit C to the
         Credit  Agreement  is hereby  amended to be in the form of Exhibit C to
         this First Amendment.

         2.  REPRESENTATIONS  AND WARRANTIES  TRUE; NO EVENT OF DEFAULT.  By its
execution and delivery hereof,  Company  represents and warrants that, as of the
date hereof and after giving effect to the amendments  provided in the foregoing
Section 1:

                  (a) the representations and warranties contained in the Credit
         Agreement  are true and correct on and as of the date hereof as if made
         on and as of such date;

                  (b) no event has occurred and is continuing which  constitutes
         a Default or an Event of Default;

                  (c) Company has full power and  authority to execute,  deliver
         and perform this First Amendment and the Credit  Agreement,  as amended
         by this First  Amendment,  the execution,  delivery and  performance of
         this First Amendment and the Credit Agreement, as amended by this First
         Amendment,  have  been  duly  authorized  by all  corporate  action  of
         Company, and this First Amendment and the Credit Agreement,  as amended
         hereby,  constitute  the legal,  valid and binding  obligations  of the
         Company,  enforceable in accordance with their respective terms, except
         as  enforceability  may be limited by applicable debtor relief laws and
         by general principles of equity  (regardless of whether  enforcement is
         sought in a  proceeding  in  equity or at law) and  except as rights to
         indemnity may be limited by federal or state securities laws;

                  (d) neither the  execution,  delivery and  performance of this
         First  Amendment  or the  Credit  Agreement,  as  amended by this First
         Amendment,  nor the consummation of any transactions herein or therein,
         will contravene or conflict with any Law to which Company or any of its
         Subsidiaries if subject or any indenture, agreement or other instrument
         to which Company or any of its  Subsidiaries or any of their respective
         property is subject; and

                  (e) no  authorization,  approval,  consent or other action by,
         notice to, or filing with, any  governmental  authority or other Person
         (not previously obtained), is required for the (i) execution,  delivery
         or  performance  by  Company  of this  First  Amendment  and the Credit
         Agreement,  as amended by this First Amendment,  or (ii) acknowledgment
         of this First Amendment by any Guarantor.

         3. CONDITIONS OF EFFECTIVENESS. This First Amendment shall be effective
as of June 30, 1998, subject to the following:

                  (a) Administrative  Lender shall receive  counterparts of this
         First Amendment executed by Lenders comprising the Majority Lenders;

                  (b) Administrative  Lender shall receive  counterparts of this
         First Amendment executed by Company and acknowledged by each Guarantor;

                  (c) the  representations and warranties set forth in Section 2
         of this First Amendment shall be true and correct; and

                                       4
<PAGE>
                  (d)  Administrative  Lender and Lenders  shall receive in form
         and substance  satisfactory to Administrative  Lender and Lenders, such
         other documents, certificates and instruments as Lenders shall require.

         4.  GUARANTOR'S  ACKNOWLEDGMENT.  By signing below,  each Guarantor (a)
acknowledges,  consents and agrees to the execution, delivery and performance by
Company  of  this  First  Amendment,   (b)  acknowledges  and  agrees  that  its
obligations in respect of its Guaranty Agreement and Subordination Agreement are
not released,  diminished,  waived, modified, impaired or affected in any manner
by this  First  Amendment  or any of the  provisions  contemplated  herein,  (c)
ratifies  and  confirms  its  obligations  under  its  Guaranty   Agreement  and
Subordination Agreement, and (d) acknowledges and agrees that it has no claim or
offsets  against,  or defenses or counterclaims  to, its Guaranty  Agreement and
Subordination Agreement.

         5. REFERENCE TO THE CREDIT AGREEMENT.

                  (a) Upon  the  effectiveness  of this  First  Amendment,  each
         reference in the Credit Agreement to "this Agreement,"  "hereunder," or
         words of like  import  shall  mean  and be a  reference  to the  Credit
         Agreement, as amended by this First Amendment.

                  (b) The Credit Agreement,  as amended by this First Amendment,
         and all other Loan Papers shall remain in full force and effect and are
         hereby ratified and confirmed.

         6. COSTS, EXPENSES AND TAXES. Company agrees to pay on demand all costs
and  expenses  of  Administrative  Lender in  connection  with the  preparation,
reproduction,  execution  and  delivery  of the  First  Amendment  and the other
instruments  and documents to be delivered  hereunder  (including the reasonable
fees and out-of-pocket expenses of Special Counsel).

         7. EXECUTION IN  COUNTERPARTS.  This First Amendment may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which when taken  together  shall  constitute but one and
the same instrument.

         8.  GOVERNING  LAW;  BINDING  EFFECT.  This  First  Amendment  shall be
governed  by and  construed  in  accordance  with the laws of the State of Texas
(without  giving  effect to conflict of laws) and the United  States of America,
and shall be binding  upon  Company,  each  Guarantor  and each Lender and their
respective successors and assigns.

         9.  HEADINGS.  Section  headings in this First  Amendment  are included
herein for convenience of reference only and shall not constitute a part of this
First Amendment for any other purpose.

         10. ENTIRE AGREEMENT.  THE CREDIT  AGREEMENT,  AS AMENDED BY THIS FIRST
AMENDMENT,  AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT  BETWEEN THE
PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE  CONTRADICTED
BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.

                                       5
<PAGE>
         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment as of the date first above written.

                                           FRANCHISE FINANCE CORPORATION OF
                                           AMERICA

                                           By /s/ John R. Barravecchia
                                              ----------------------------------
                                           John R. Barravecchia, Executive Vice
                                           President and Chief Financial Officer

LENDERS:
                                           NATIONSBANK, N.A., individually
                                           and as Administrative Agent

                                           By /s/ Frank M. Johnson
                                              ----------------------------------
                                           Frank M. Johnson, Senior Vice
                                           President

                                           BANK OF MONTREAL, CHICAGO
                                           BRANCH, individually and as Co-Agent

                                           By /s/ Catherine Sahagian Mousseau
                                              ----------------------------------
                                           Catherine Sahagian Mousseau, Director

                                           COMMERZBANK AKTIENGESELLSCHAFT, LOS
                                           ANGELES BRANCH, individually and as
                                           Co-Agent

                                           By /s/ Steven F. Larsen
                                              ----------------------------------
                                           Steven F. Larsen, Vice President

                                           By /s/ Werner Schmidbauer
                                              ----------------------------------
                                           Werner Schmidbauer, Vice President

                                       6
<PAGE>

                                           THE LONG-TERM CREDIT BANK OF JAPAN,
                                           LTD., individually and as Co-Agent

                                           By /s/ Noboru Akahane
                                              ----------------------------------
                                           Noboru Akahane, Deputy General
                                           Manager

                                           By /s/ Bryan Read
                                              ----------------------------------
                                           Bryan Read, Vice President

                                           UBS AG (NEW YORK BRANCH),
                                           individually and as Co-Agent

                                           By /s/ Jeffrey W. Wald
                                              ----------------------------------
                                           Jeffrey W. Wald, Director

                                           By /s/ David M. Goldman
                                              ----------------------------------
                                           David M. Goldman, Assistant Vice
                                           President

                                           COOPERATIEVE CENTRALE RAIFFEISEN-
                                           BOERENLEENBANK B.A., "RABOBANK
                                           NEDERLAND," NEW YORK BRANCH

                                           By /s/ W. Jeffrey Vollack
                                              ----------------------------------
                                           W. Jeffrey Vollack, Senior Credit
                                           Officer and Senior Vice President

                                           By /s/ M. Christina Debler
                                              ----------------------------------
                                           M. Christina Debler, Vice President

                                           AMSOUTH BANK (f/k/a AMSOUTH BANK
                                           OF ALABAMA)

                                           By /s/ Steven R. Chester
                                              ----------------------------------
                                           Steven R. Chester, Assistant
                                           Vice-President

                                       7
<PAGE>

                                           DRESDNER BANK AG, NEW YORK
                                           BRANCH AND GRAND CAYMAN BRANCH

                                           By /s/ John W. Sweeney
                                              ----------------------------------
                                           John W. Sweeney, Assistant Vice
                                           President

                                           By /s/ Beverly G. Carson
                                              ----------------------------------
                                           Beverly G. Carson, Vice President

                                           BANK HAPOALIM, B.M., SAN FRANCISCO
                                           BRANCH

                                           By /s/ Dan Jozefov
                                              ----------------------------------
                                           Dan Jozefov, Vice President

                                           By /s/ John Rice
                                              ----------------------------------
                                           John Rice, Vice President

                                           THE INDUSTRIAL BANK OF JAPAN,
                                           LIMITED, LOS ANGELES AGENCY

                                           By /s/ Takeshi Kubo
                                              ----------------------------------
                                           Takeshi Kubo, Vice President

                                           FIRST UNION NATIONAL BANK

                                           By /s/ John A. Schissel
                                              ----------------------------------
                                           John A. Schissel, Director

                                       8
<PAGE>

                                           NORWEST BANK ARIZONA, NATIONAL
                                           ASSOCIATION

                                           By /s/ Jaclyn Noel
                                              ----------------------------------
                                           Jaclyn Noel, Vice President

ACKNOWLEDGED:

FFCA ACQUISITION CORPORATION

By John R. Barravecchia
   -------------------------------------------
John R. Barravecchia, Executive Vice President
and Chief Financial Officer

FFCA INSTITUTIONAL ADVISORS, INC.

By John R. Barravecchia
   -------------------------------------------
John R. Barravecchia, Executive Vice President
and Chief Financial Officer

                                       9
<PAGE>
                                    EXHIBIT C

                        QUARTERLY COMPLIANCE CERTIFICATE

         The  undersigned  hereby  certifies  that  he/she  is  a  duly  elected
Authorized  Officer of  Franchise  Finance  Corporation  of America,  a Delaware
corporation  ("Borrower"),  and  that  he/she  is  authorized  to  execute  this
Certificate on behalf of Borrower in connection with that certain Second Amended
and  Restated   Credit   Agreement  dated  as  of  December  29,  1997  ("Credit
Agreement"),  among Borrower,  NationsBank of Texas,  N.A.,  individually and as
Administrative   Agent,   Bank  of   Montreal,   Chicago   Branch,   Commerzbank
Akiengesellschaft,  Los Angeles Branch, The Long Term Credit Bank of Japan, Ltd.
and Union Bank of Switzerland (New York Branch), as Co-Agents, and each Lender a
party thereto. All terms used but not defined herein shall have the meanings set
forth in the Credit Agreement.  This Certificate is submitted  concurrently with
quarterly  financial  statements of Borrower for the period ended  ____________,
____. The undersigned  hereby further  certifies to the following as of the date
set forth below:

         1. The  representations  and  warranties  of Borrower  under the Credit
Agreement  are true and  complete  in all  material  respects,  before and after
giving effect to any Advances.

         2. No event  has  occurred  which  constitutes  a  Default  or Event of
Default.

         3. Company continues to qualify as a Real Estate Investment Trust under
the Code.

         4. The following  calculations are true, accurate and complete, and are
made in accordance with the terms and provisions of the Credit Agreement:

<TABLE>
1.       APPLICABLE MARGIN.

         The Index Debt  Rating is  ____________.  The  Applicable  Margin  with
         respect to Base Rate  Advances  is ____%.  The  Applicable  Margin with
         respect to LIBOR Advances is ____%.

2.       Section 6.1(a).  Minimum Net Worth.

         (a)      Minimum Net Worth

<S>                        <C>                                                      <C>            <C>
                 (i)       $425,000,000                                             $425,000,000

                 (ii       75%  of  aggregate  Net  Cash  Proceeds  received  by    $___________
                           Borrower and its Consolidated Subsidiaries after
                           April 15, 1997, disposition of Capital Stock             

                 (iii)     amount equal to Net Worth of any Person acquired         $___________
                           (via asset or stock purchase) by Borrower or any
                           Subsidiary to the extent purchase price is paid
                           for in Capital Stock of Borrower or such
                           Subsidiary                                               
</TABLE>
<PAGE>
<TABLE>
<S>                        <C>                                                      <C>            <C>
                 (iv)      Minimum Net Worth [(i) + (ii) + (iii)]                                  $___________

         (b)      Actual Net Worth (determined in accordance with GAAP)                            $___________

3.       Section 6.1(b). Total Indebtedness to Adjusted Net Worth Ratio.

         (a)      Maximum Ratio                                                                       0.90 to 1

         (b)      Actual Ratio

                (i)       Indebtedness of Company and Consolidated
                          Subsidiaries

                          a.   Debt for Borrowed Money                              $___________

                          b.   Capital Lease obligations                            $___________

                          c.   Reimbursement obligations relating to
                               letters of credit                                    $___________

                          d.   Contingent Liabilities relating to (a), (b)
                               and (c) above                                        $___________

                          e.   Withdrawal Liability                                 $___________

                          f.   indebtedness associated with Interest Hedge
                               Agreements                                           $___________

                          g.   payments due for the deferred purchase price
                               of property and services (excluding trade
                               payables less than 90 days old)                      $___________

                          h.   obligations (contingent or otherwise to
                               purchase, retire or redeem any Capital Stock)        $___________

                          i.   [a. + b. + c. + d. + e. + f. + g. + h.]                             $___________

                (ii)      Indebtedness evidenced by Intercompany Notes and
                          which is subject to a Subordination Agreement                            $___________

                (iii)     Total Indebtedness [(i) - (ii)]                                          $___________
</TABLE>

                                      C-2
<PAGE>
<TABLE>
<S>                        <C>                                                      <C>            <C>
                (iv)      Adjusted Net Worth

                          a.   Actual Net Worth (determined in accordance
                               with GAAP)                                           $___________

                          b.   Accumulated Depreciation (determined in
                               accordance with GAAP)                                $___________

                          c.   Adjusted Net Worth [a. + b.]                                        $__________

                (v)       Total Indebtedness to Adjusted Net Worth
                          [(iii)/(iv)]                                                               _____ to 1

4.       Section 6.1(c).  Fixed Charge Coverage Ratio.
                          ---------------------------

         (a)      Minimum Ratio                                                                        2.0 to 1

         (b)      Actual Ratio

               (i)        Cash Flow From Operations for twelve-calendar
                          month period ending on or most recently ended
                          prior to date of determination                            $___________

               (ii)       cash interest payable on all Indebtedness
                          (including interest on Capitalized Leases)                $___________

               (iii)      [(i) + (ii)]                                                             $___________

               (iv)       cash interest payable on all Indebtedness
                          (including interest on Capitalized Leases)                $___________

               (v)        regularly  scheduled principal amounts on Indebtedness
                          (including   rentals  under  Lease   Obligations   but
                          excluding any payment which pays  Indebtedness in full
                          to the extent such  payment  exceeds  the  immediately
                          preceding scheduled principal payment)                    $___________

               (vi)       principal amounts of all Indebtedness (including
                          under Lease Obligations) required to be prepaid
                          or purchased during such period                           $___________

               (vii)      [(iv) + (v) + (vi)]                                                      $___________
</TABLE>

                                      C-3
<PAGE>
<TABLE>
<S>                        <C>                                                      <C>            <C>

               (viii)     Fixed Charge Coverage Ratio [(iii)/(vii)]                                   ____ to 1

5.       Section 6.1(d).  Maximum Total Secured Indebtedness.

         (a)      Maximum Total Secured Indebtedness (10% of Total Assets)                         $___________

         (b)      Actual Total Secured Indebtedness

                  Indebtedness of Borrower and its Consolidated
                  Subsidiaries (from Section 3(b)(i) above that is secured
                  by a Consensual Lien)                                                            $___________

6.       Section 6.1(e).  Ratio of Total Unencumbered  Assets to Total Unsecured
         Indebtedness.

         (a)      Minimum Ratio                                                                       1.75 to 1

         (b)      Actual Ratio

               (i)        Total Assets not subject to a Lien other than
                          Liens of the type described in clause (a) through
                          (f) of the definition of Permitted Liens                                 $___________

               (ii)       Aggregate amount of Indebtedness of Company and
                          its Consolidated Subsidiaries that is not secured
                          by a Lien other than Liens of the type described
                          in clause (a) through (f) of the definition of
                          Permitted Liens                                                          $__________

               (iii)      [(i)/(ii)]                                                                  ____ to 1

7.       Section 6.3.  Contingent Liabilities.

         (a)      Maximum                                                                          $5,000,000

         (b)      Actual                                                                           $___________

8. Section 6.6. Disposition of Assets.

         (a)      Maximum during any four consecutive fiscal quarters

               (i)        Total Assets as of the first day of preceding
                          four consecutive fiscal quarters divided by four          $___________

               (ii)       25% times 8(a)(i) above                                   $___________
</TABLE>

                                      C-4
<PAGE>
<TABLE>
<S>                        <C>                                                      <C>            <C>

         (b)      Actual (excluding Assets disposed of in an Asset Securitization)                 $___________

9.       Section 6.7.  Permitted Distributions.

         (a)      Maximum

               (i)        Cash Flow From Operations (from Section 4(b)(i)
                          above)                                                    $___________

               (ii)       95% times 9(a)(i) above                                   $___________

         (b)      Actual                                                                           $___________

10.      Section 6.10.  Asset Securitization Investments.

         (a)      Maximum - 20% of Total Assets                                                    $___________

         (b)      Actual                                                                           $___________
</TABLE>

         IN WITNESS WHEREOF, I have executed this Certificate as of the ____ day
of _________, 19__.

                                       FRANCHISE FINANCE CORPORATION OF AMERICA

                                       By_______________________________________
                                       Name_____________________________________
                                       Title____________________________________

                                      C-5