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                FOURTH AMENDED AND RESTATED INDENTURE SUPPLEMENT

                           dated as of January 1, 2000

                                     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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<PAGE>
     This  Fourth  Amended  and  Restated   Indenture   Supplement   ("INDENTURE
SUPPLEMENT  NO. 4") is entered  into effect as of January 1, 2000,  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  Third  Amended  and  Restated  Indenture  Supplement  ("INDENTURE
SUPPLEMENT  NO. 3"),  as entered  into  effect on August 27,  1999,  between the
Issuer and 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 the Issuer and the  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 the Issuer and the Indenture Trustee, which amends and
restates in its entirety the Series 1998-1  Indenture  Supplement (the "ORIGINAL
INDENTURE  SUPPLEMENT"),  as entered into effect on August 14, 1998, between the
Issuer and 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 duly authorized the
execution  and  delivery  of  the  Original  Indenture   Supplement,   Indenture
Supplement  No. 1, Indenture  Supplement  No. 2, Indenture  Supplement No. 3 and
this  Indenture  Supplement  No. 4 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. 4 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. 4 is an Indenture  Supplement as described in the Indenture.  All
terms  used  in  this  Indenture  Supplement  No.  4 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. 4 or unless the context clearly requires.

     The parties hereto wish to amend and restate Indenture  Supplement No. 3 in
its entirety in accordance with the terms of this Indenture Supplement No. 4.

     NOW, THEREFORE,  in consideration of the promises and the mutual agreements
hereinafter  set forth,  the Issuer and the Indenture  Trustee,  intending to be
legally bound, hereby agree as follows:
<PAGE>
     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, 2000.

     (d) MAXIMUM NOTE PRINCIPAL BALANCE. The Maximum Note Principal Balance with
respect to the Notes shall be $600,000,000.

     SECTION 2. TERMINATION OF THE REVOLVING PERIOD.  The Revolving Period shall
terminate  on the earlier of (i) such date as  provided  in Section  2.07 of the
Sale and Servicing Agreement and (ii) December 31, 2000.

     SECTION 3.  RATIFICATION OF THE INDENTURE.  As supplemented  and amended by
this Indenture  Supplement No. 4, the Indenture is in all respects  ratified and
confirmed and the  Indenture as so  supplemented  and amended by this  Indenture
Supplement  No.  4 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.  4, to the  extent  that  the  terms of this
Indenture  Supplement No. 3 conflict with the terms of the Indenture,  the terms
of this Indenture Supplement No. 4 shall govern.

     SECTION 5. ALL REQUISITE  ACTION TAKEN.  All things  necessary to make this
Indenture  Supplement  No. 4 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.  4 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. 4 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.

                            [SIGNATURE PAGE FOLLOWS]
<PAGE>
     IN WITNESS WHEREOF,  the Issuer and the Indenture  Trustee have caused this
Indenture  Supplement  No. 4 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/ Rosemary Pantano
                                            ------------------------------------
                                            Name: Rosemary Pantano
                                            Title: Financial Services Officer


                                        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
<PAGE>
STATE OF __________

COUNTY OF __________

     BEFORE  ME,  the  undersigned  authority,  a Notary  Public in and for said
county and state, on this day personally  appeared  ___________________________,
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 __th day of ____, 1999.



                                  ----------------------------------------------
                                  Notary Public in and for the State of New York

[SEAL]

My commission expires:

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<PAGE>
STATE OF __________

COUNTY OF __________

     BEFORE  ME,  the  undersigned  authority,  a Notary  Public in and for said
county and state,  on this day personally  appeared  __________________________,
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 __th day of ____, 1999.


                                  ----------------------------------------------
                                  Notary Public in and for the State of New York

[SEAL]

My commission expires:

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