Exhibit 4.02

                          FIRST SUPPLEMENTAL INDENTURE

     This First Supplemental  Indenture is entered into effective as of December
31, 2000 (this  "Supplement") by and between  Franchise  Finance  Corporation of
America (formerly known as FFCA Maryland Corp.), a Maryland  corporation  ("FFCA
Maryland"),  and Wells Fargo Bank Arizona, N.A., a national banking association,
as successor in interest to Norwest Bank  Arizona,  N.A. (the  "Trustee").  This
Supplement supplements that certain Indenture dated as of November 21, 1995 (the
"Indenture"),  by and  between  Franchise  Finance  Corporation  of  America,  a
Delaware corporation (the "Company"), and Norwest Bank Arizona, N.A. Capitalized
terms not otherwise  defined herein shall have the respective  meanings ascribed
to them in the Indenture.

     WHEREAS, pursuant to Section 9.01 of the Indenture,  without the consent of
any Holders of  Securities  or  coupons,  the  Company,  when  authorized  by or
pursuant to a Board  Resolution,  and the Trustee,  at any time and from time to
time,  may enter into one or more  indentures  supplemental  thereto in order to
evidence the  succession of another  Person to the Company and the assumption by
any  such  successor  of  the  covenants  of  the  Company  therein  and  in the
Securities; and

     WHEREAS,  effective  December 31, 2000,  FFCA Maryland merged with and into
the Company (the "Merger") and FFCA Maryland now desires to assume the covenants
of the Company pursuant to the Indenture and in the Securities.

     NOW, THEREFORE, it is mutually covenanted and agreed as follows:

     Section 1. FFCA  Maryland  hereby  expressly  assumes the  covenants of the
Company pursuant to the Indenture and in the Securities.

     This Supplement may be executed in one or more counterparts,  each of which
shall be  deemed to be an  original,  but all of which,  taken  together,  shall
constitute one and the same instrument.
<PAGE>
     IN WITNESS  WHEREOF,  FFCA  Maryland and the Trustee have caused this First
Supplemental  Indenture to be duly executed by their  respective  officers as of
the dated first written above.

                                        FRANCHISE FINANCE CORPORATION
                                        OF AMERICA, a Maryland corporation


                                        By /s/ Christopher H. Volk
                                           -------------------------------------
                                           Christopher H. Volk, President

Attest:


By /s/ Dennis L. Ruben
   ------------------------------------------
   Dennis L. Ruben, Secretary

                                        WELLS FARGO BANK ARIZONA, N.A.,
                                        a national banking association, as
                                        successor in interest to Norwest Bank
                                        Arizona N.A.


                                        By /s/ Eunice Ortega
                                           -------------------------------------
                                           Name: Eunice Ortega
                                           Title: Trust Officer

Attest:


By /s/ Kathleen Jakubowicz
   ----------------------------------
   Name: Kathleen Jakubowicz
   Title: Assistant Vice President
<PAGE>
STATE OF ARIZONA         )
                         ) ss.
COUNTY OF MARICOPA       )

     On this 28th day of December,  2000,  before me, the undersigned,  a Notary
Public in and for the State of Arizona duly  commissioned and sworn,  personally
appeared  Christopher  H. Volk and Dennis L. Ruben to me known to be the persons
who signed as  President  and  Secretary,  respectively,  of  FRANCHISE  FINANCE
CORPORATION OF AMERICA,  a Maryland  corporation,  the corporation that executed
the within and foregoing instrument,  and acknowledged said instrument to be the
free and  voluntary act and deed of said  corporation  for the uses and purposes
therein mentioned and on oath stated that they were duly elected,  qualified and
acting as said officers of the corporation, that they were authorized to execute
said  instrument and that the seal affixed if any, is the corporate seal of said
corporation.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and official seal the day
and year first above written.


                                        /s/ Marcy Roberts
                                        ----------------------------------------
                                        (Signature of Notary)


                                        Marcy Roberts
                                        ----------------------------------------
                                        (Print or stamp name of Notary)

                                        NOTARY PUBLIC in and for the State of
                                        Arizona, residing at 200 E. Southern
                                        Ave, Tempe, Az

                                        My Appointment Expires:11/16/04
<PAGE>
STATE OF ARIZONA         )
                         ) ss.
COUNTY OF MARICOPA       )

     On this 27th day of December,  2000,  before me, the undersigned,  a Notary
Public in and for the State of Arizona duly  commissioned and sworn,  personally
appeared Eunice Ortega and Kathleen Jakubowicz to me known to be the persons who
signed as Trust Officer and Assistant  Vice  President,  respectively,  of WELLS
FARGO BANK ARIZONA,  N.A., a national banking association,  the national banking
association that executed the within and foregoing instrument,  and acknowledged
said  instrument  to be the free  and  voluntary  act and deed of said  national
banking  association  for the uses and purposes  therein  mentioned  and on oath
stated that they were duly elected, qualified and acting as said officers of the
national  banking  association,  that  they  were  authorized  to  execute  said
instrument  and that the seal  affixed  if any,  is the  corporate  seal of said
national banking association.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and official seal the day
and year first above written.


                                        /s/ Judith S. Podhorez
                                        ----------------------------------------
                                        (Signature of Notary)


                                        ----------------------------------------
                                        (Print or stamp name of Notary)

                                        NOTARY PUBLIC in and for the State of
                                        Arizona, residing at Maricopa County
                                        My Appointment Expires: Dec. 1, 2004