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.
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
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Christopher H. Volk, President
Attest:
By /s/ Dennis L. Ruben
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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
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Name: Eunice Ortega
Title: Trust Officer
Attest:
By /s/ Kathleen Jakubowicz
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Name: Kathleen Jakubowicz
Title: Assistant Vice President
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
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(Signature of Notary)
Marcy Roberts
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(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
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
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(Signature of Notary)
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(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