FRANCHISE FINANCE CORP OF AMERICA
8-K, 1997-09-16
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): September 11, 1997


                    FRANCHISE FINANCE CORPORATION OF AMERICA
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



   Delaware                           1-13116                   86-0736091
- ---------------                    ------------           ----------------------
(State or other                    (Commission               (IRS Employer
jurisdiction of                    File Number)           Identification Number)
incorporation)



                17207 North Perimeter Drive, Scottsdale, AZ 85255
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (602) 585-4500

                                      NONE
                                      ----
          (Former Name or Former Address, if Change Since Last Report)
<PAGE>
Item 5.  Other Events.

         (a) On September 11, 1997, the Registrant  entered into an Underwriting
Agreement   (the   "Underwriting   Agreement")   with  Smith   Barney   Inc.(the
"Underwriter"),  with respect to the issue and sale by the  Registrant,  and the
purchase  by  the  Underwriter,  of  an  aggregate  of  956,160  shares  of  the
Registrant's $.01 par value Common Stock (the "Common Stock").  The Underwriting
Agreement is attached hereto and referenced as Exhibit 1.01.

         (b) Kutak Rock as counsel to the  Registrant  has issued its opinion as
to the legality with respect to the Common Stock. The opinion is attached hereto
and referenced as Exhibit 5.

Item 7.   Financial Statements and Exhibits.

         (c)   Exhibits.

                  1.01   Underwriting Agreement
                  5.0    Legal Opinion of Kutak Rock
<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        FRANCHISE FINANCE CORPORATION OF
                                        AMERICA (Registrant)



Dated: September 15, 1997               By /s/  John Barravecchia
                                           ----------------------
                                        John Barravecchia, 
                                        Executive Vice President
                                        and Chief Financial Officer


Dated: September 15, 1997               By /s/ Catherine F. Long
                                           ---------------------
                                        Catherine F. Long,
                                        Senior Vice President, Finance and 
                                        Principal Accounting Officer

                                 956,160 Shares

                    FRANCHISE FINANCE CORPORATION OF AMERICA

                            (a Delaware corporation)

                                  Common Stock

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                              September 11, 1997

SMITH BARNEY INC.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  Franchise   Finance   Corporation   of  America,   a  Delaware
corporation  (the  "Company"),  confirms  its  agreement  with Smith Barney Inc.
("Smith  Barney"  or the  "Underwriter,"  which  term  shall  also  include  any
underwriter  substituted  as  hereinafter  provided in Section 10 hereof),  with
respect to the sale by the Company and the  purchase  by the  Underwriter  of an
aggregate of 956,160 shares (the "Shares") of common stock,  $.01 par value (the
"Common Stock"), of the Company.

                  The  Company  has  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  a  registration  statement  on  Form  S-3  (No.
33-62629) and  pre-effective  amendment  no. 1 thereto  relating to the offering
from  time to time of debt  securities,  common  stock  or  preferred  stock  in
accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933
Act") and will file such additional  amendments and  supplements  thereto as may
herein be required.  Such registration  statement has been declared effective by
the Commission.  Such  registration  statement (as amended),  and the prospectus
constituting  a part  thereof  and each  prospectus  supplement  relating to the
offering of the Shares  (including  in each case all documents  incorporated  or
deemed to be incorporated by reference  therein,  and the  information,  if any,
deemed to be part thereof  pursuant to Rule 434 of the rules and  regulations of
the Commission under the 1933 Act (the "1933 Act Regulations")), as from time to
time amended or supplemented  pursuant to the 1933 Act, the Securities  Exchange
Act of 1934, as amended (the "1934 Act"), or otherwise, are hereinafter referred
to as the "Registration  Statement" and the "Prospectus,"  respectively,  except
that if any  revised  prospectus  shall be provided  to the  Underwriter  by the
Company for use in connection with the offering of the Shares which differs from
the Prospectus on file (whether or not such revised prospectus is required to be
filed by the Company pursuant to Rule 424(b) of the 1933 Act  Regulations),  the
term "Prospectus" shall refer to such revised prospectus from and after the time
it is first
<PAGE>
provided to the  Underwriter  for such use. All  references in this Agreement to
financial  statements and schedules and other  information which is "described,"
"disclosed,"  "contained,"  "included" or "stated" in the Registration Statement
or the Prospectus  (and all other  references of like import) shall be deemed to
mean  and  include  all  such  financial  statements  and  schedules  and  other
information  which  is or is  deemed  to be  incorporated  by  reference  in the
Registration Statement or the Prospectus, as the case may be; and all references
in this Agreement to amendments or supplements to the Registration  Statement or
the  Prospectus  shall be deemed to mean and include the filing of any  document
under the 1934 Act which is or is deemed to be  incorporated by reference in the
Registration  Statement  or the  Prospectus,  as the case may be. If the Company
elects to rely on Rule 434 under the 1933 Act Regulations, all references to the
Prospectus  shall  be  deemed  to  include,  without  limitation,  the  form  of
prospectus and the term sheet,  taken  together,  provided to the Underwriter by
the  Company  in  reliance  on Rule  434  under  the 1933  Act  (the  "Rule  434
Prospectus").  If the  Company  files a  registration  statement  to  register a
portion of the Shares and relies on Rule 462(b) for such registration  statement
to become  effective upon filing with the Commission (the "Rule 462 Registration
Statement"),  then any  reference to  "Registration  Statement"  herein shall be
deemed to be to both the registration statement referred to above (No. 33-62629)
and the Rule 462 Registration Statement, as each such registration statement may
be amended pursuant to the 1933 Act.

                  The  Company  understands  that  the  Underwriter  intends  to
deposit the Shares with the trustee of The Equity Focus Trusts - REIT  Portfolio
Series,  1997 (the  "Trust"),  a  registered  unit  investment  trust  under the
Investment Company Act of 1940, as amended,  in exchange for units in the Trust.
The Underwriter is acting as sponsor and depositor of the Trust and is therefore
considered an affiliate of the Trust.

         SECTION 1.  Representations and Warranties.

         (a) The Company  represents  and warrants to the  Underwriter as of the
date hereof and as of the Closing Time  referred to in Section 2(b) hereof,  and
agrees with the Underwriter, as follows:

                  (i) The  Company  meets the  requirements  for use of Form S-3
         under  the 1933  Act,  and at the  respective  times  the  Registration
         Statement became effective and any  post-effective  amendments  thereto
         become effective and on the date hereof, the Registration Statement did
         and will comply in all material  respects with the  requirements of the
         1933 Act and the 1933 Act  Regulations  and the 1939 Act and the  rules
         and  regulations of the Commission  under the 1939 Act, and did not and
         will not  contain an untrue  statement  of a  material  fact or omit to
         state a material  fact  required to be stated  therein or  necessary to
         make the statements therein not misleading. The Prospectus, on the date
         hereof (unless the term  "Prospectus"  refers to a prospectus which has
         been provided to the  Underwriter  by the Company for use in connection
         with the offering of the Shares which  differs from the  Prospectus  on
         file at the  Commission at the time the  Registration  Statement  first
         becomes  effective,  in which case at the time it is first  provided to
         the  Underwriter  for such  use),  and at the  Closing  Time,  will not
         include  an  untrue  statement  of a  material  fact or omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances  under which they were made, not misleading;
         provided, however, that the representations and warranties in this
                                        2
<PAGE>
         subsection  shall  not apply to  statements  in or  omissions  from the
         Registration  Statement  or  Prospectus  made in  reliance  upon and in
         conformity with information  furnished to the Company in writing by the
         Underwriter  expressly  for  use  in  the  Registration   Statement  or
         Prospectus.  For purposes of this Section l(a),  all  references to the
         Registration Statement,  any post-effective  amendments thereto and the
         Prospectus  shall  be  deemed  to  include,  without  limitation,   any
         electronically   transmitted   copies   thereof,   including,   without
         limitation,  any  copy  filed  with  the  Commission  pursuant  to  its
         Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR").

                  (ii) The  accountants  who certified the financial  statements
         and supporting  schedules  included or incorporated by reference in the
         Registration  Statement are independent  public accountants as required
         by the 1933 Act and the 1933 Act Regulations.

                  (iii) The financial  statements  included or  incorporated  by
         reference in the  Registration  Statement and the Prospectus,  together
         with the  related  schedule  and notes,  present  fairly the  financial
         position of the Company and its consolidated  subsidiaries at the dates
         indicated  and the statement of income,  shareholders'  equity and cash
         flows of the Company and its consolidated  subsidiaries for the periods
         specified;  except as otherwise stated in the  Registration  Statement,
         said  financial  statements  have  been  prepared  in  conformity  with
         generally accepted accounting  principles applied on a consistent basis
         ("GAAP") throughout the periods involved. The supporting schedules,  if
         any,   included  in  the  Registration   Statement  present  fairly  in
         accordance with GAAP the information required to be stated therein. The
         selected financial data and the summary financial  information included
         in  the  Prospectus   present  fairly  in  accordance   with  GAAP  the
         information  shown therein and have been compiled on a basis consistent
         with  that  of  the  audited  financial   statements  included  in  the
         Registration Statement. Any pro forma financial information included in
         the Prospectus presents fairly the information shown therein,  has been
         prepared in accordance with the Commission's  rules and guidelines with
         respect  to pro  forma  financial  statements  and  has  been  properly
         compiled on the bases described  therein,  and the assumptions  used in
         the preparation thereof are reasonable and the adjustments used therein
         are appropriate to give effect to the  transactions  and  circumstances
         referred to therein.

                  (iv) Since the  respective  dates as of which  information  is
         given in the  Registration  Statement  and the  Prospectus,  except  as
         otherwise stated therein, (A) there has been no material adverse change
         in the condition,  financial or otherwise, or in the earnings, business
         affairs or  business  prospects  of the  Company  and its  subsidiaries
         considered  as one  enterprise,  whether or not arising in the ordinary
         course of business ("Material Adverse Change"),  (B) there have been no
         transactions  entered  into by the Company or any of its  subsidiaries,
         other than those in the ordinary course of business, which are material
         with  respect to the Company  and its  subsidiaries  considered  as one
         enterprise,  and (C)  except for  regular  quarterly  dividends  on the
         common  stock,  par value $.01 per share,  of the Company  (the "Common
         Stock") in amounts per share that are  consistent  with past  practice,
         there has been no dividend or distribution  of any kind declared,  paid
         or made by the Company on any class of its capital stock.
                                        3
<PAGE>
                  (v) The  Company  has been duly  incorporated  and is  validly
         existing as a corporation  in good standing under the laws of the State
         of Delaware and has the corporate power and authority to own, lease and
         operate its  properties and to conduct its business as described in the
         Prospectus  and to enter into and  perform its  obligations  under this
         Agreement;  the Company is duly  qualified as a foreign  corporation to
         transact  business and is in good  standing in the State of Arizona and
         the  Company is duly  qualified  as a foreign  corporation  to transact
         business and is in good  standing in each other  jurisdiction  in which
         such  qualification is required,  whether by reason of the ownership or
         leasing of  property  or the  conduct  of  business,  except  where the
         failure  to so  qualify or to be in good  standing  would  not,  either
         singly  or in the  aggregate,  have a  material  adverse  effect on the
         condition, financial or otherwise, or the earnings, business affairs or
         business  prospects of the Company and its  subsidiaries  considered as
         one enterprise (a "Material Adverse Effect").

                  (vi) Each  subsidiary  (as  defined  below) of the Company has
         been duly organized and is validly existing as a corporation,  trust or
         partnership, as the case may be, in good standing under the laws of the
         jurisdiction  of its  organization,  has the corporate,  partnership or
         other  power  and  authority,  as the case may be,  to own,  lease  and
         operate its  properties  and conduct its  business as  described in the
         Prospectus and is duly qualified as a foreign corporation,  partnership
         or  trust,  as the case may be,  to  transact  business  and is in good
         standing in each jurisdiction in which such  qualification is required,
         whether  by reason of the  ownership  or  leasing  of  property  or the
         conduct of  business,  except  where the failure to so qualify or be in
         good  standing  would not,  either singly or in the  aggregate,  have a
         Material Adverse Effect; and all of the issued and outstanding  capital
         stock or other  equivalent  interests of each such  subsidiary has been
         duly  authorized and validly issued,  is fully paid and  non-assessable
         and,  except  as  stated in the  Prospectus,  is owned by the  Company,
         directly  or  through  subsidiaries,  free and  clear  of any  security
         interest, mortgage, pledge, lien, encumbrance, claim or equity; none of
         the outstanding  shares of capital stock or other equivalent  interests
         of the  subsidiaries  was  issued in  violation  of the  preemptive  or
         similar rights of any  stockholder or other holder of interests of such
         subsidiary  arising by operation of law, under the charter,  by-laws or
         other organizational  document of any subsidiary or under any agreement
         to which the Company or any subsidiary is a party. The Company does not
         own,  directly or  indirectly  through a  "qualified  REIT  subsidiary"
         (within the meaning of Section  856(i) of the Internal  Revenue Code of
         1986, as amended (the "Code")), partnership, limited liability company,
         association  or other entity,  any shares of stock or any other debt or
         equity  securities of, or other  interests in, any  corporation,  firm,
         partnership,  limited liability  company,  association or other entity,
         other than (1) stock of a  corporation  or equity of an entity that the
         Company has been advised by its legal counsel qualifies as a "qualified
         REIT subsidiary"  within the meaning of Section 856(i) of the Code, (2)
         stock or other debt or equity  securities  of any issuer  (other than a
         partnership  or limited  liability  company,  the ownership of which is
         governed by (3) below)  where (i) the Company has been advised by legal
         counsel that such ownership would not constitute ownership of more than
         9.8% of the voting  securities  of such  issuer  (within the meaning of
         Section  856(c)(5) of the Code) and (ii) the Company has  determined in
         good faith that the fair market  value of the stock and  securities  of
         any one such  issuer  does not  exceed  4.8% of the  value of the total
         assets of the Company, or (3)
                                        4
<PAGE>
         interests in a partnership or limited  liability  company where (i) the
         Company has received a written opinion of its legal counsel that such a
         partnership  or  limited  liability  company is  properly  treated as a
         partnership,  rather than an association or publicly traded partnership
         taxable as a corporation, for federal income tax purposes and (ii) such
         partnership  or limited  liability  company does not itself own debt or
         equity securities of any issuer that could cause the Company to violate
         the  representation  contained  in clause  (2)  above.  As used in this
         Agreement,   "subsidiary"  shall  mean  (i)  any  corporation,   trust,
         association  or other  business  entity  of which  more than 50% of the
         total  voting  power of shares  of  capital  stock or other  equivalent
         interests  entitled to vote in the election of  directors,  managers or
         trustees  thereof  is at the time  owned  or  controlled,  directly  or
         indirectly,  by the Company or one or more of the other subsidiaries of
         the Company (or a combination thereof) and (ii) any partnership (a) the
         sole general  partner or the managing  general  partner of which is the
         Company or a subsidiary of the Company or (b) the only general partners
         of which are the Company or one or more subsidiaries of the Company (or
         any combination thereof).

                  (vii) The authorized,  issued and outstanding capital stock of
         the Company is as set forth in the  Prospectus  (except for  subsequent
         issuances,  if any,  pursuant to employee  benefit plans referred to in
         the Prospectus,  pursuant to the exercise of options referred to in the
         Prospectus or pursuant to the Company's  dividend  reinvestment  plan),
         and all of such  outstanding  shares of  capital  stock  have been duly
         authorized and validly issued and are fully paid and  nonassessable and
         were not issued in violation of, and are not subject to,  preemptive or
         other similar rights.

                  (viii) Neither the Company nor any of its  subsidiaries is (a)
         in  violation  of  its  charter  or  bylaws,  (b)  in  default  in  the
         performance  or observance of any provision of the Amended and Restated
         Credit  Agreement  dated as of April  15,  1997  between  the  Company,
         certain  lenders and co-agents  named therein and NationsBank of Texas,
         N.A.,  as  administrative  agent,  as such  agreement may be amended or
         modified  from  time  to  time  (the   "NationsBank   Agreement)   that
         constitutes  or will  constitute an Event of Default (as defined in the
         NationsBank  Agreement),  or  (c) in  default  in  the  performance  or
         observance  of  any  obligation,   agreement,   covenant  or  condition
         contained in any contract, indenture,  mortgage, deed of trust, loan or
         credit agreement, note, lease or other agreement or instrument to which
         the  Company or any of its  subsidiaries  is a party or by which any of
         them may be  bound,  or to which any of the  property  or assets of the
         Company or any of its subsidiaries is subject,  except for, in the case
         of (c),  any such  defaults  which would not,  either  singly or in the
         aggregate, have a Material Adverse Effect; and the execution,  delivery
         and performance of this  Agreement,  the issuance of the Shares and the
         consummation of the transactions  contemplated herein and compliance by
         the Company with its  obligations  hereunder  (including the use of the
         proceeds  from the sale of the Shares as  described  in the  Prospectus
         under the caption "Use of Proceeds")  have been duly  authorized by all
         necessary  corporate  action and do not and will not,  whether  with or
         without the giving of notice or passage of time or both, (i) constitute
         an Event of Default (as  defined in the  NationsBank  Agreement),  (ii)
         conflict with or constitute a breach of, or default or Repayment  Event
         (as defined  below)  under,  or result in the creation or imposition of
         any lien,  charge or  encumbrance  upon any  property  or assets of the
         Company or any of its subsidiaries pursuant to, any
                                        5
<PAGE>
         contract, indenture, mortgage, deed of trust, loan or credit agreement,
         note,  lease or other  agreement or  instrument to which the Company or
         any of its subsidiaries is a party or by which it or any of them may be
         bound,  or to which any of the property or assets of the Company or any
         of its  subsidiaries  is subject except for any such conflict,  breach,
         default or  Repayment  Event which would not,  either  singly or in the
         aggregate,  have a  Material  Adverse  Effect,  or (iii)  result in any
         violation of the provisions of the charter or by-laws of the Company or
         any of its  subsidiaries  or  any  applicable  law,  statute,  rule  or
         regulation,  or any judgment,  order, writ or decree of any government,
         government  instrumentality  or  court,  domestic  or  foreign,  having
         jurisdiction  over  the  Company  or any of its  subsidiaries.  As used
         herein,  a "Repayment  Event" means any event or condition  which gives
         the holder of any note, debenture or other evidence of indebtedness (or
         any person  acting on such  holder's  behalf)  the right to require the
         repurchase,  redemption  or  repayment  of all  or a  portion  of  such
         indebtedness by the Company or any of its subsidiaries.

                  (ix) There is no existing  labor dispute with the employees of
         the Company or any of its subsidiaries  that would have,  either singly
         or in the aggregate, a Material Adverse Effect.

                  (x)  There  is  no  action,  suit,   proceeding,   inquiry  or
         investigation  before or by any court or  governmental  agency or body,
         domestic or foreign,  now pending, or, to the knowledge of the Company,
         threatened,   against  or   affecting   the   Company  or  any  of  its
         subsidiaries,  which is required to be  disclosed  in the  Registration
         Statement,  or which  might  reasonably  be  expected  to result in any
         Material Adverse Change,  or which might reasonably be expected to have
         a  Material  Adverse  Effect or  materially  and  adversely  affect the
         consummation of this Agreement or the performance by the Company of its
         obligations   hereunder;   the   aggregate  of  all  pending  legal  or
         governmental  proceedings  to which the Company or any  subsidiary is a
         party or of which  any of their  respective  property  or assets is the
         subject  which  are  not  described  in  the  Registration   Statement,
         including ordinary routine litigation incidental to the business, could
         not reasonably be expected to result in a Material Adverse Change.

                  (xi) There are no contracts or documents which are required to
         be described  in the  Registration  Statement,  the  Prospectus  or the
         documents  incorporated by reference therein or to be filed as exhibits
         thereto by the 1933 Act, the 1933 Act Regulations,  the 1934 Act or the
         rules and  regulations of the Commission  under the 1934 Act (the "1934
         Act  Regulations")  which  have  not  been so  described  and  filed as
         required.

                  (xii)  To  the  extent   applicable,   the   Company  and  its
         subsidiaries  own or possess,  or can acquire on reasonable  terms, the
         patents,  patent rights,  licenses,  inventions,  copyrights,  know-how
         (including  trade  secrets  and other  unpatented  and/or  unpatentable
         proprietary  or  confidential  information,   systems  or  procedures),
         trademarks,  service marks and trade names  (collectively,  "patent and
         proprietary  rights") presently employed by them in connection with the
         business now  operated by them,  and neither the Company nor any of its
         subsidiaries  has  received  any  notice or is  otherwise  aware of any
         infringement of or conflict with asserted rights of others with respect
         to any patent or  proprietary  rights or of any facts or  circumstances
         which would render any patent and
                                        6
<PAGE>
         proprietary rights invalid or inadequate to protect the interest of the
         Company or any of its subsidiaries  therein,  and which infringement or
         conflict  (if  the  subject  of any  unfavorable  decision,  ruling  or
         finding)  or  invalidity  or  inadequacy,   either  singly  or  in  the
         aggregate, would result in any Material Adverse Change.

                  (xiii) No filing with, or  authorization,  approval,  consent,
         license, order, registration,  qualification or decree of, any court or
         governmental authority or agency is necessary or required in connection
         with the  offering,  issuance  or sale of the Shares  hereunder  or the
         consummation of the transactions contemplated by this Agreement, except
         such as have already been obtained or as may be required under the 1933
         Act or the 1933 Act Regulations or state securities laws.

                  (xiv)  The  Company   and  its   subsidiaries   possess   such
         certificates,  authorities,  permits, licenses, approvals, consents and
         other authorizations (collectively,  "Governmental Licenses") issued by
         the appropriate federal, state, local or foreign regulatory agencies or
         bodies  necessary to conduct the business now operated by them,  except
         where the  failure  to  possess  or comply  with any such  Governmental
         License would not,  either singly or in the aggregate,  have a Material
         Adverse Effect; the Company and its subsidiaries are in compliance with
         the terms and  conditions  of all such  Governmental  Licenses,  except
         where the  failure  so to comply  would  not,  either  singly or in the
         aggregate,  have a Material  Adverse  Effect;  all of the  Governmental
         Licenses  are  valid  and in full  force and  effect,  except  when the
         invalidity  of  such  Governmental  Licenses  or the  failure  of  such
         Governmental  Licenses  to be in full force and effect  would not have,
         either  singly or in the  aggregate,  a Material  Adverse  Effect;  and
         neither the Company nor any of its subsidiaries has received any notice
         of proceedings  relating to the revocation or  modification of any such
         Governmental Licenses which, either singly or in the aggregate,  if the
         subject of an  unfavorable  decision,  ruling or finding,  would have a
         Material Adverse Effect.

                  (xv) This  Agreement  has been duly  authorized,  executed and
         delivered by the Company.

                  (xvi) The Shares have been duly  authorized  for  issuance and
         sale to the Underwriter pursuant to this Agreement and, when issued and
         delivered by the Company pursuant to this Agreement  against payment of
         the consideration set forth herein, will be validly issued,  fully paid
         and  non-assessable and the Underwriter will receive valid title to the
         Shares, free and clear of all security interests,  mortgages,  pledges,
         liens,  encumbrances  and  claims;  the capital  stock  conforms to all
         statements  relating thereto  contained or incorporated by reference in
         the  Prospectus  and the  Registration  Statement and such  description
         conforms to the rights set forth in the instruments  defining the same;
         and the  issuance of the Shares is not subject to  preemptive  or other
         similar  rights  arising by  operation  of law,  under the  charter and
         bylaws of the  Company or  otherwise.  The Shares  will  conform in all
         material respects to the respective statements thereto contained in the
         Prospectus.

                  (xvii) Except as set forth in the Prospectus,  the Company and
         its  subsidiaries  are in compliance in all material  respects with all
         applicable laws, statutes, ordinances, rules
                                        7
<PAGE>
         or  regulations,  the  violation  of  which,  either  singly  or in the
         aggregate,  would be  reasonably  expected  to have a Material  Adverse
         Effect.

                  (xviii) Except as otherwise  disclosed in the Prospectus:  (i)
         the Company and its subsidiaries  have good and marketable title to all
         properties   and  assets  (or  a  valid  first  lien  as  to  mortgaged
         properties)  described in the  Prospectus as being owned (or mortgaged)
         by them, or reflected in the most recent consolidated  balance sheet of
         the Company  contained in the  Prospectus,  except as would not, either
         singly or in the aggregate,  have a Material  Adverse Effect;  (ii) all
         liens,  charges,  claims,  restrictions or encumbrances on or affecting
         the  properties  and assets of the  Company or any of its  subsidiaries
         which are  required to be  disclosed in the  Prospectus  are  disclosed
         therein; (iii) no person or entity, other than tenants under the leases
         or   guarantors   thereof   pursuant  to  which  the  Company  and  its
         subsidiaries lease all or a portion of their properties,  has an option
         or right of first  refusal or any other right to  purchase  any of such
         properties;  (iv)  each  of the  properties  of  the  Company  and  its
         subsidiaries, at the time such property was acquired or at the time the
         loan by the Company with respect to such property was made,  had access
         to public rights of way, either directly or through insured  easements,
         except as would not, either singly or in the aggregate, have a Material
         Adverse Effect; (v) each of such properties,  at the time such property
         was  acquired  or at the time the loan by the Company  with  respect to
         such property was made,  was served by all public  utilities  necessary
         for the current  operations on such  property in sufficient  quantities
         for such  operations,  except  as would  not,  either  singly or in the
         aggregate, have a Material Adverse Effect; (vi) each of such properties
         complies with all applicable  codes and zoning and subdivision laws and
         regulations, except for such failures to comply which would not, either
         singly or in the aggregate,  have a Material Adverse Effect;  (vii) the
         real property leases and equipment  leases, if any, relating to each of
         such properties are in full force and effect,  except where the failure
         to be in full force and effect would not,  singly or in the  aggregate,
         have a  Material  Adverse  Effect;  and  (viii)  there is no pending or
         threatened  condemnation,  zoning change, or other proceeding or action
         that will in any manner  affect the size of, use of,  improvements  on,
         construction  on or access to the  properties  of the  Company  and its
         subsidiaries,  except  such  proceedings  or actions  which  would not,
         either singly or in the aggregate, have a Material Adverse Effect.

                  (xix) The Company  has  complied  with,  and is and will be in
         compliance with, the provisions of that certain Florida act relating to
         disclosure of doing business with Cuba,  codified as Section 517.075 of
         the  Florida  statutes,   and  the  rules  and  regulations  thereunder
         (collectively, the "Cuba Act") or is exempt therefrom.

                  (xx) The Company is not, and upon the issuance and sale of the
         Shares as herein  contemplated  and the application of the net proceeds
         therefrom  as  described  in the  Prospectus  under the caption "Use of
         Proceeds"   will  not  be,  an   "investment   company"  or  an  entity
         "controlled"  by an  "investment  company" as such terms are defined in
         the Investment Company Act of 1940, as amended (the "1940 Act").

                  (xxi) Except as described in the Registration  Statement,  (A)
         neither the Company nor any of its  subsidiaries is in violation of any
         federal, state, local or foreign
                                        8
<PAGE>
         laws or  regulations  relating  to  pollution  or  protection  of human
         health, the environment  (including,  without limitation,  ambient air,
         surface  water,  groundwater,  land  surface or  subsurface  strata) or
         wildlife,  including, without limitation, laws and regulations relating
         to  the  release  or  threatened  release  of  chemicals,   pollutants,
         contaminants, wastes, toxic substances, hazardous substances, petroleum
         or petroleum products  (collectively,  "Hazardous Materials") or to the
         manufacture,   processing,   distribution,   use,  treatment,  storage,
         disposal,  transport or handling of Hazardous Materials  (collectively,
         "Environmental  Laws"),  except such  violations  as would not,  either
         singly or in the aggregate,  have a Material  Adverse  Effect,  and (B)
         there are no events or  circumstances  that  could form the basis of an
         order for clean-up or remediation,  or an action, suit or proceeding by
         any private party or governmental body or agency,  against or affecting
         the  Company  or any  of its  subsidiaries  relating  to any  Hazardous
         Materials or the violation of any  Environmental  Laws,  which,  either
         singly or in the aggregate, would have a Material Adverse Effect.

                  (xxii) The documents incorporated or deemed to be incorporated
         by reference in the  Prospectus,  when they became  effective or at the
         time they were or hereafter are filed with the Commission, complied and
         will comply in all material  respects with the requirements of the 1933
         Act or the 1934 Act, as  applicable,  and the rules and  regulations of
         the  Commission  thereunder,  and,  when read  together  with the other
         information in the Prospectus,  at the time the Registration  Statement
         and any  post-effective  amendments thereto become effective and at the
         Closing Time,  will not contain an untrue  statement of a material fact
         or omit to state a  material  fact  required  to be stated  therein  or
         necessary  to  make  the  statements  therein,  in  the  light  of  the
         circumstances under which they were made, not misleading.

                  (xxiii)  The  Company  and its  subsidiaries  have  filed  all
         federal,  state,  local and foreign tax returns that are required to be
         filed or have duly requested extensions thereof and have paid all taxes
         required to be paid by any of them and any related  assessments,  fines
         or penalties, except for any such tax, assessment, fine or penalty that
         is being  contested in good faith and by appropriate  proceedings;  and
         adequate  charges,  accruals and reserves have been provided for in the
         financial  statements referred to in Section 1(a)(iii) above in respect
         of all federal,  state,  local and foreign  taxes for all periods as to
         which the tax liability of the Company or any of its  subsidiaries  has
         not  been  finally   determined  or  remains  open  to  examination  by
         applicable taxing authorities.

                  (xxiv) The Company and its  subsidiaries  maintain a system of
         internal accounting controls sufficient to provide reasonable assurance
         that (i)  transactions  are executed in  accordance  with  management's
         general and specific authorizations;  (ii) transactions are recorded as
         necessary to permit  preparation of financial  statements in conformity
         with GAAP and to maintain  accountability  for assets;  (iii) access to
         assets is permitted  only in accordance  with  management's  general or
         specific  authorizations;  and (iv)  the  recorded  accountability  for
         assets is compared with the existing assets at reasonable intervals and
         appropriate action is taken with respect to any differences.

                  (xxv) The  Company  and its  subsidiaries  have not (i) taken,
         directly or indirectly,  any action  designed to cause or to result in,
         or that has constituted or which might
                                        9
<PAGE>
         reasonably be expected to constitute, the stabilization or manipulation
         of the price of any security of the Company to  facilitate  the sale or
         resale  of  the  Shares  or  (ii)  since  the  initial  filing  of  the
         Registration  Statement  (A) sold,  bid for,  purchased  or paid anyone
         (other than,  to the extent  applicable,  payments  made by the Company
         pursuant  to the  terms  of,  and in  accordance  with,  the  Company's
         dividend  reinvestment plan) any compensation for soliciting  purchases
         of,  the  Shares,  or (B)  paid  or  agreed  to pay to any  person  any
         compensation for soliciting another to purchase any other securities of
         the Company.

                  (xxvi) No relationship,  direct or indirect, exists between or
         among any of the Company or any  affiliate of the  Company,  on the one
         hand, and any director, officer,  stockholder,  customer or supplier of
         any of them, on the other hand, which is required by the 1933 Act or by
         the 1933 Act Regulations to be described in the Registration  Statement
         or the  Prospectus  which is not so  described  or is not  described as
         required.

                  (xxvii)  The  Company has not  distributed  and,  prior to the
         later to  occur of (i) the  Closing  Time  and (ii)  completion  of the
         distribution of the Shares, will not distribute any prospectus (as such
         term is  defined  in the  1933 Act and the  1933  Act  Regulations)  in
         connection  with the  offering  and sale of the  Shares  other than the
         Registration Statement,  any preliminary prospectus,  the Prospectus or
         other materials,  if any,  permitted by the 1933 Act or by the 1933 Act
         Regulations and approved by the Underwriter.

                  (xxviii) The Company has been and is  organized in  conformity
         with the requirements for  qualification  and taxation as a real estate
         investment  trust ("REIT") under the Internal  Revenue Code of 1986, as
         amended (the  "Code"),  and its methods of operation  have at all times
         enabled, and its proposed methods of operation will enable, the Company
         to qualify as a REIT under the Code.

                  (xxix)  The  Company  and each of its  subsidiaries  has title
         insurance on all real  property  described in the  Prospectus  as being
         owned (or held under a ground  lease) or  financed by any of them in an
         amount at least equal to the cost of  acquisition  of such  property or
         the original  principal  amount of the loan provided by any of them, as
         the case may be, and each such property is insured by extended coverage
         hazard  and  casualty  insurance  in an amount not less than 90% of the
         full replacement cost of the improvements located thereon (exclusive of
         excavation  and  foundations),  except  for such  properties  which are
         covered  by  insurance  in an amount  less than 90%,  the total loss of
         which would not have,  either  singly or in the  aggregate,  a Material
         Adverse Effect,  and there are in effect for such properties and assets
         insurance  policies covering risks and in amounts that are commercially
         reasonable  for  such  types  of  properties  and  assets  and that are
         consistent with the types and amounts of insurance typically maintained
         by  prudent  owners of  similar  properties  or assets or  required  by
         commercial lenders with respect to similar properties or assets and all
         such  insurance  is in full force and effect,  and to the extent any of
         such  properties  are insured  with  rental  guaranty  insurance,  such
         insurance  is in full force and  effect and the  Company is named as an
         insured on all policies required under the leases for such properties.
                                       10
<PAGE>
                  (xxx) Each of FFCA Acquisition Corporation, FFCA Institutional
         Advisors, Inc., FFCA Secured Assets Corporation, FFCA Residual Interest
         Corporation,   FFCA  Secured  Lending   Corporation  and  FFCA  Secured
         Franchise  Loan Trust  1997-1 has been (at all times  during the period
         each such corporation has been in existence) and will be an association
         taxable  as a  corporation  for  federal  income tax  purposes  and the
         Company  has owned  100% of the stock of each such  corporation  at all
         times during the period each such corporation has been in existence.

                  (xxxi) FFCA Co-Investment Limited Partnership has been (at all
         times on and after June 1, 1994) and will be treated as a  partnership,
         rather than an association  taxable as a corporation or publicly traded
         partnership, for federal income tax purposes.

                  (xxxii)  No holder of any  security  of the  Company  or other
         person has any right to require  registration of shares of Common Stock
         or any other  security  of the  Company  because  of the  filing of the
         registration statement or consummation of the transactions contemplated
         by this Agreement.

         (b) Any certificate  signed by any officer of the Company and delivered
to the  Underwriter  or to  counsel  for  the  Underwriter  shall  be  deemed  a
representation  and warranty by the Company to the Underwriter as to the matters
covered thereby.

         SECTION 2. Sale and Delivery to Underwriter; Closing.

         (a) On the basis of the representations and warranties herein contained
and subject to the terms and conditions  herein set forth, the Company agrees to
sell to the  Underwriter,  and the  Underwriter  agrees  to  purchase  from  the
Company, the Shares at a purchase price of $24.4625 per share.

         (b) Payment of the purchase  price for,  and  delivery of  certificates
for, the Shares shall be made at the office of Franchise Finance  Corporation of
America,  17207 North Perimeter  Drive,  Scottsdale,  Arizona,  or at such other
place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M.,
New York City time,  on the third  business day (unless  postponed in accordance
with the  provisions of Section 10)  following the date after  execution of this
Agreement,  or such other time not later than ten business  days after such date
as shall be agreed upon by the  Underwriter  and the Company (such time and date
of payment and delivery being herein called  "Closing  Time").  Payment shall be
made to the  Company in  immediately  available  funds  against  delivery to the
Underwriter for the account of the Underwriter of certificates for the Shares to
be purchased by the  Underwriter.  Certificates  for the Shares shall be in such
denominations  and  registered in such names as the  Underwriter  may request in
writing at least one business day before the Closing Time. The  certificates for
the  Shares  will  be  made  available  for  examination  and  packaging  by the
Underwriter  in The  City of New York  not  later  than  3:00  P.M.  on the last
business day prior to the Closing Time.

         SECTION 3.  Covenants of the Company.  The Company  covenants  with the
Underwriter as follows:
                                       11
<PAGE>
                  (a) Promptly  following the execution of this  Agreement,  the
         Company will prepare a prospectus supplement setting forth the terms of
         such Shares not  otherwise  specified in the  Prospectus,  the price at
         which  the  Shares  are to be  purchased  by the  Underwriter  from the
         Company,  and  such  other  information  as you  and the  Company  deem
         appropriate in connection with the offering of the Shares.  The Company
         will  promptly  transmit  copies of the  prospectus  supplement  to the
         Commission  for  filing  pursuant  to  Rule  424(b)  of  the  1933  Act
         Regulations  and will furnish to the  Underwriter as many copies of the
         Prospectus  and such  prospectus  supplement as the  Underwriter  shall
         reasonably request.

                  (b) The Company will notify the Underwriter  immediately,  and
         confirm  the  notice  in  writing,  (i)  of  the  effectiveness  of any
         amendment to the Registration  Statement, or when any supplement to the
         Prospectus or any amended Prospectus shall have been filed, (ii) of the
         receipt of any comments  from the  Commission,  (iii) of any request by
         the Commission for any amendment to the  Registration  Statement or any
         amendment  or   supplement  to  the   Prospectus   or  for   additional
         information,  and (iv) of the  issuance by the  Commission  of any stop
         order suspending the effectiveness of the Registration  Statement or of
         any  order   preventing  or  suspending  the  use  of  any  preliminary
         prospectus supplement, or of the suspension of the qualification of the
         Shares for offering or sale in any  jurisdiction,  or of the initiation
         or threatening of any proceedings for any of such purposes. The Company
         will make every  reasonable  effort to prevent the issuance of any stop
         order and, if any stop order is issued,  to obtain the lifting  thereof
         at the earliest  possible moment. If the Company elects to rely on Rule
         434, the Company will provide the  Underwriter  with copies of the form
         of  Rule  434  Prospectus,  in  such  number  as  the  Underwriter  may
         reasonably request, and file or transmit for filing with the Commission
         the form of Prospectus complying with Rule 434(c)(2) of the 1933 Act in
         accordance with Rule 424(b) of the 1933 Act by the close of business in
         New York on the business day  immediately  succeeding  the date of this
         Agreement.

                  (c)  At  any  time  when  the  Prospectus  is  required  to be
         delivered  under the 1933 Act or the 1934 Act in connection  with sales
         of the Shares,  the  Company  will give the  Underwriter  notice of its
         intention  to  file  or  prepare  any  amendment  to  the  Registration
         Statement (including any post-effective  amendment) or any amendment or
         supplement  to the  Prospectus,  whether  pursuant to the 1933 Act, the
         1934 Act or  otherwise  (including  any  revised  prospectus  which the
         Company  proposes for use by the  Underwriter  in  connection  with the
         offering of the Shares which differs from the prospectus on file at the
         Commission  at  the  time  the  Registration  Statement  first  becomes
         effective,  whether or not such  revised  prospectus  is required to be
         filed  pursuant to Rule 424(b) of the 1933 Act  Regulations or any term
         sheet  prepared in  reliance on Rule 434 of the 1933 Act  Regulations),
         will  furnish  the  Underwriter  with copies of any such  amendment  or
         supplement a reasonable amount of time prior to such proposed filing or
         use,  as the case may be,  and  will  not  file any such  amendment  or
         supplement  or use any such  prospectus  to which  the  Underwriter  or
         counsel for the Underwriter shall reasonably object.

                  (d)  The  Company  has   furnished  or  will  deliver  to  the
         Underwriter and counsel for the  Underwriter,  without  charge,  signed
         copies of the Registration Statement as
                                       12
<PAGE>
         originally  filed and of each  amendment  thereto  (including  exhibits
         filed  therewith or  incorporated  by reference  therein and  documents
         incorporated  or deemed to be  incorporated  by reference  therein) and
         signed  copies of all consents and  certificates  of experts,  and will
         also deliver to the  Underwriter a conformed  copy of the  Registration
         Statement as originally  filed and of each amendment  thereto  (without
         exhibits) for the Underwriter.

                  (e) The  Company  will  furnish  to the  Underwriter,  without
         charge,  from time to time  during the period  when the  Prospectus  is
         required  to be  delivered  under  the 1933 Act or the 1934  Act,  such
         number of copies of the Prospectus (as amended or  supplemented) as the
         Underwriter may reasonably request for the purposes contemplated by the
         1933  Act  or the  1934  Act or the  respective  applicable  rules  and
         regulations of the Commission thereunder.

                  (f) If any event  shall  occur or  condition  shall exist as a
         result of which it is  necessary,  in the  opinion of  counsel  for the
         Underwriter or for the Company, to amend the Registration  Statement or
         amend or supplement the  Prospectus in order that the  Prospectus  will
         not include any untrue statements of a material fact or omit to state a
         material  fact  necessary in order to make the  statements  therein not
         misleading in the light of the circumstances existing at the time it is
         delivered to a purchaser,  or if it shall be necessary,  in the opinion
         of such counsel,  at any such time to amend the Registration  Statement
         or amend or  supplement  the  Prospectus  in order to  comply  with the
         requirements of the 1933 Act or the 1933 Act  Regulations,  the Company
         will promptly prepare and file with the Commission,  subject to Section
         3(b),  such amendment or supplement as may be necessary to correct such
         statement  or omission  or to make the  Registration  Statement  or the
         Prospectus comply with such requirements,  and the Company will furnish
         to  the  Underwriter  such  number  of  copies  of  such  amendment  or
         supplement as the Underwriter may reasonably request.

                  (g) The Company will use its best efforts, in cooperation with
         the Underwriter,  to qualify the Shares for offering and sale under the
         applicable  securities laws of such states and other  jurisdictions  of
         the United States as the Underwriter may designate and to maintain such
         qualifications  in  effect  for a period of not less than one year from
         the effective date of the Registration  Statement;  provided,  however,
         that the Company shall not be obligated to file any general  consent to
         service  of process  or to  qualify  as a foreign  corporation  or as a
         dealer  in  securities  in  any  jurisdiction  in  which  it is  not so
         qualified or to subject itself to taxation in respect of doing business
         in any  jurisdiction  in which it is not otherwise so subject.  In each
         jurisdiction  in which the Shares have been so  qualified,  the Company
         will file such statements and reports as may be required by the laws of
         such jurisdiction to continue such qualification in effect for a period
         of not less than one year from the effective  date of the  Registration
         Statement.

                  (h) The Company will make generally  available to its security
         holders  as soon as  practicable,  but not later than 90 days after the
         close of the period  covered  thereby,  an earnings  statement (in form
         complying with the provisions of Rule 158 of the 1933 Act  Regulations)
         covering a twelve month period beginning not later than the first day
                                       13
<PAGE>
         of the Company's fiscal quarter next following the "effective date" (as
         defined in said Rule 158) of the Registration Statement.


                  (i) In accordance with the Cuba Act and without  limitation to
         the  provisions  of  Sections  6 and 7 hereof,  the  Company  agrees to
         indemnify  and hold harmless the  Underwriter  from and against any and
         all loss,  liability,  claim, damage and expense whatsoever  (including
         fees and  disbursements  of counsel),  as incurred,  arising out of any
         violation by the Company of the Cuba Act.

                  (j) The Company will use the net proceeds  received by it from
         the sale of the Shares in the manner  specified in the Prospectus under
         "Use of Proceeds."

                  (k) The  Company,  during the period when the  Prospectus,  is
         required to be delivered  under the 1933 Act or the 1934 Act, will file
         all documents required to be filed with the Commission  pursuant to the
         1934 Act within the time periods  required by the 1934 Act and the 1934
         Act Regulations.

                  (l) Except as stated in this Agreement and in the  Prospectus,
         the Company has not taken,  nor will it take,  directly or  indirectly,
         any action designed to or that might reasonably be expected to cause or
         result in  stabilization  or  manipulation  of the price of the  Common
         Stock to facilitate the sale or resale of the Shares.

                  (m) The Company  will use its best  efforts to have the shares
         of Common  Stock which it agrees to sell under this  Agreement  listed,
         subject to notice of  issuance,  on the New York Stock  Exchange  on or
         before the Closing Date.

         SECTION 4.  Payment of  Expenses.  The  Company  will pay all  expenses
incident to the performance of its obligations  under this Agreement,  including
(i) the printing and filing of the  Registration  Statement as originally  filed
and of each amendment  thereto,  (ii) the preparation,  printing and delivery to
the Underwriter of this Agreement and such other documents as may be required in
connection with the offering,  purchase,  sale and delivery of the Shares, (iii)
the preparation, issuance and delivery of the certificates for the Shares to the
Underwriter,   (iv)  the  fees  and  disbursements  of  the  Company's  counsel,
accountants  and other  advisors,  (v) the  qualification  of the  Shares  under
securities  laws in  accordance  with the  provisions  of Section  3(g)  hereof,
including  filing fees and the reasonable fees and  disbursements of counsel for
the  Underwriter in connection  therewith and in connection with the preparation
of any Blue Sky Survey,  any supplement thereto and any Legal Investment Survey,
(vi) the printing and delivery to the  Underwriter  of copies of the  Prospectus
and any amendments or supplements  thereto including any term sheet delivered by
the  Company  pursuant  to Rule  434 of the  1933  Act  Regulations,  (vii)  the
preparation,  printing and delivery to the  Underwriter  of any Blue Sky Survey,
any supplement  thereto and any Legal Investment  Survey,  (viii) the fee of any
filing for review of the offering  with the National  Association  of Securities
Dealers,  Inc.,  if any,  including  the fees and  expenses  of counsel  for the
Underwriter in connection therewith,  and (ix) the fees and expenses incurred in
connection with the listing of the Shares on the New York Stock Exchange.
                                       14
<PAGE>
         If this Agreement is terminated by the  Underwriter in accordance  with
the  provisions  of Section 5 or  Section  9(a)(i)  hereof,  the  Company  shall
reimburse the Underwriter for all of its out-of-pocket  expenses,  including the
reasonable fees and disbursements of counsel for the Underwriter.

         SECTION 5. Conditions of Underwriter's Obligations.  The obligations of
the Underwriter hereunder are subject to the accuracy of the representations and
warranties of the Company herein contained, to the performance by the Company of
its obligations hereunder and to the following further conditions:

                  (a) The Registration Statement shall be effective prior to the
         date  hereof,  and at the  Closing  Time no stop order  suspending  the
         effectiveness  of the  Registration  Statement  shall have been  issued
         under the 1933 Act or proceedings  therefor  initiated or threatened by
         the  Commission,  and any  request  on the part of the  Commission  for
         additional  information shall have been complied with to the reasonable
         satisfaction  of counsel to the  Underwriter.  A prospectus  supplement
         shall have been  transmitted to the Commission for filing in accordance
         with Rule 424(b) of the 1933 Act Regulations within the prescribed time
         period  and prior to  Closing  Time the  Company  shall  have  provided
         evidence  satisfactory to the  Underwriter of such timely filing,  or a
         post-effective  amendment  providing such  information  shall have been
         promptly   filed  and  declared   effective  in  accordance   with  the
         requirements of the 1933 Act Regulations. The Indenture shall have been
         qualified under the 1939 Act.

                  (b) At the Closing Time the Underwriter shall have received:

                           (1) The  favorable  opinion,  dated as of the Closing
                  Time,  of Kutak  Rock,  counsel for the  Company,  in form and
                  substance satisfactory to counsel for the Underwriter,  to the
                  effect that:

                                    (i) The Company  has been duly  incorporated
                           and is  validly  existing  as a  corporation  in good
                           standing under the laws of the State of Delaware.

                                    (ii) The Company has the corporate power and
                           authority  to own,  lease and operate its  properties
                           and to  conduct  its  business  as  described  in the
                           Registration Statement.

                                    (iii) The  Company  is duly  qualified  as a
                           foreign  corporation  to transact  business and is in
                           good   standing   in   Arizona   and  in  each  other
                           jurisdiction in which such qualification is required,
                           whether  by reason of the  ownership  or  leasing  of
                           property  or the conduct of  business,  except in the
                           case of jurisdictions  other than Arizona,  where the
                           failure to so qualify or to be in good standing would
                           not,  either  singly  or in  the  aggregate,  have  a
                           Material Adverse Effect.

                                    (iv) The authorized,  issued and outstanding
                           capital  stock of the  Company is as set forth in the
                           Prospectus (except for subsequent
                                                        15
<PAGE>
                           issuances, if any, pursuant to employee benefit plans
                           referred  to  in  the  Prospectus,  pursuant  to  the
                           exercise of options  referred to in the Prospectus or
                           pursuant to the Company's dividend reinvestment plan)
                           and all of such  outstanding  shares of capital stock
                           have been duly  authorized and validly issued and are
                           fully paid and nonassessable.

                                    (v) Each  subsidiary of the Company has been
                           duly   organized   and  is  validly   existing  as  a
                           corporation,  trust or  partnership,  as the case may
                           be,   in  good   standing   under  the  laws  of  the
                           jurisdiction of its organization,  has the corporate,
                           trust or partnership  power,  as the case may be, and
                           authority  to own,  lease and operate its  properties
                           and to  conduct  its  business  as  described  in the
                           Registration  Statement  and is duly  qualified  as a
                           foreign  corporation,  trust or  partnership,  as the
                           case  may be,  to  transact  business  and is in good
                           standing   in  each   jurisdiction   in  which   such
                           qualification  is required,  whether by reason of the
                           ownership  or leasing of  property  or the conduct of
                           its business,  except where the failure to so qualify
                           or to be in good standing would not, either singly or
                           in the aggregate, have a Material Adverse Effect; all
                           of the issued and outstanding  capital stock or other
                           equivalent interests of each such subsidiary has been
                           duly authorized and validly issued, is fully paid and
                           non-assessable  and,  to the best of their  knowledge
                           and information,  except as stated in the Prospectus,
                           is owned  directly by the Company,  free and clear of
                           any  security  interest,   mortgage,   pledge,  lien,
                           encumbrance, claim or equity.

                                    (vi) The Company has the corporate power and
                           authority to enter into this  Agreement and to issue,
                           sell and  deliver  the Shares to the  Underwriter  as
                           provided  herein,  and this  Agreement  has been duly
                           authorized, executed and delivered by the Company.

                                    (vii) The Shares  have been duly  authorized
                           for issuance and sale to the Underwriters pursuant to
                           this  Agreement and, when issued and delivered by the
                           Company to the Underwriter pursuant to this Agreement
                           against payment therefor in accordance with the terms
                           hereof,  the consideration set forth herein,  will be
                           validly issued, fully paid and non-assessable.

                                    (viii) The Shares, when issued and delivered
                           by the  Company  pursuant to this  Agreement  against
                           payment therefor in accordance with the terms hereof,
                           will be  free of any  preemptive  or  similar  rights
                           arising by  operation  of law or under the charter or
                           bylaws  of  the   Company   or,  to  such   counsel's
                           knowledge, otherwise.

                                    (ix)  As  of  the  date  of  such  counsel's
                           opinion,  there are 41,702,509 shares of Common Stock
                           and no shares of Preferred Stock outstanding.
                                       16
<PAGE>
                                    (x)  The  Shares  conform  in  all  material
                           respects to the descriptions thereof contained in the
                           Prospectus.

                                    (xi)  The  Registration  Statement  has been
                           declared  effective  under the 1933 Act; any required
                           filing of the Prospectus  pursuant to Rule 424(b) has
                           been made in the manner  and  within the time  period
                           required  by Rule  424(b);  and, to the best of their
                           knowledge and  information,  no stop order suspending
                           the  effectiveness of the Registration  Statement has
                           been  issued  under  the  1933  Act  or   proceedings
                           therefor initiated or threatened by the Commission.

                                    (xii)  The   Registration   Statement,   the
                           Prospectus  and each  amendment or  supplement to the
                           Registration  Statement and  Prospectus,  as of their
                           respective  effective  or issue dates (other than the
                           financial   statements   and   schedules   and  other
                           financial   or    statistical    data   included   or
                           incorporated  by  reference  therein,  as to which no
                           opinion need be rendered)  complied as to form in all
                           material  respects with the  requirements of the 1933
                           Act and the 1933 Act Regulations.

                                    (xiii)   To  the  best  of  such   counsel's
                           knowledge and information,  there is not pending, and
                           the  Company  has  not  received  any  notice  of any
                           threatened,  action,  suit,  proceeding,  inquiry  or
                           investigation, to which the
                            Company or any of its subsidiaries is a party, or to
                           which  the  property  of  the  Company  or any of its
                           subsidiaries  is  subject,  before or  brought by any
                           court or  governmental  agency or body,  which  might
                           reasonably  be  expected  to result  in any  Material
                           Adverse Change, or which might reasonably be expected
                           to materially and adversely  affect the properties or
                           assets thereof or the  consummation of this Agreement
                           or the  performance by the Company of its obligations
                           hereunder;  and all  pending  legal  or  governmental
                           proceedings  to  which  the  Company  or  any  of its
                           subsidiaries  is a party or that  affect any of their
                           respective  properties  that are not described in the
                           Prospectus,  including  ordinary  routine  litigation
                           incidental to the business,  could not  reasonably be
                           expected to result in a Material Adverse Change.

                                    (xiv)  The  information  in  the  Prospectus
                           under "Certain  Federal  Income Tax  Considerations,"
                           "Restrictions   on  Transfers   of  Capital   Stock,"
                           "Description of Preferred  Stock" and "Description of
                           Common Stock" and in the Registration Statement under
                           Item 15 of Part II  thereof,  to the  extent  that it
                           constitutes   matters  of  law,  summaries  of  legal
                           matters,   documents   or   proceedings,   or   legal
                           conclusions, has been reviewed by them and is correct
                           in  all  material  respects;  to  the  best  of  such
                           counsel's   knowledge,   there  are  no  statutes  or
                           regulations,  and no legal or  governmental  actions,
                           suits or  proceedings  pending or threatened  against
                           the Company  that are required to be described in the
                           Prospectus that are not described as required and the
                           opinion of such firm set forth under "Certain Federal
                           Income Tax Considerations" is confirmed.
                                       17
<PAGE>
                                    (xv) All  descriptions  in the Prospectus of
                           contracts and other documents to which the Company or
                           its  subsidiaries  are a party  are  accurate  in all
                           material respects; to the best of their knowledge and
                           information,  there  are  no  franchises,  contracts,
                           indentures, mortgages, loan agreements, notes, leases
                           or other  instruments  required  to be  described  or
                           referred to in the  Registration  Statement  or to be
                           filed as exhibits  thereto other than those described
                           or  referred to therein or filed or  incorporated  by
                           reference  as  exhibits  thereto,   the  descriptions
                           thereof  or  references  thereto  are  correct in all
                           material   respects,   and,  to  the  best  of  their
                           knowledge or  information,  no default  exists in the
                           due   performance   or  observance  of  any  material
                           obligation,    agreement,   covenant   or   condition
                           contained in any contract, indenture,  mortgage, loan
                           agreement,   note,   lease  or  other  instrument  so
                           described,  referred  to,  filed or  incorporated  by
                           reference.

                                    (xvi) No authorization, approval, consent or
                           order  of any  court  or  governmental  authority  or
                           agency  (other  than  under the 1933 Act and the 1933
                           Act Regulations,  which have been obtained, or as may
                           be required  under the securities or blue sky laws of
                           the various  states) is required in  connection  with
                           the due authorization, execution and delivery of this
                           Agreement  or for the  offering,  issuance or sale of
                           the  Shares to the  Underwriter;  and the  execution,
                           delivery  and  performance  of  this  Agreement,  the
                           issuance  of the Shares and the  consummation  of the
                           transactions  contemplated  herein and  compliance by
                           the Company with its obligations hereunder (including
                           the use of the  proceeds  from the sale of the Shares
                           as described in the Prospectus under the caption "Use
                           Of Proceeds")  will not,  whether with or without the
                           giving of  notice or lapse of time or both,  conflict
                           with  or  constitute  a  breach  of,  or  default  or
                           Repayment  Event  under or result in the  creation or
                           imposition of any lien,  charge or  encumbrance  upon
                           any  property  or assets of the Company or any of its
                           subsidiaries   pursuant   to  (A)   the   NationsBank
                           Agreement or (B) to the best of their  knowledge  and
                           information, any other contract, indenture, mortgage,
                           deed of trust, loan or credit agreement,  note, lease
                           or any other  agreement  or  instrument  to which the
                           Company or any of its  subsidiaries  is a party or by
                           which it or any of them may be bound, or to which any
                           of the  property  or assets of the  Company or any of
                           its  subsidiaries  is  subject  except  for any  such
                           conflict,  breach,  default or Repayment  Event which
                           would not, either singly or in the aggregate,  have a
                           Material Adverse Effect,  nor will such action result
                           in any violation of the  provisions of the charter or
                           by-laws  of  the  Company,  or  any  applicable  law,
                           statute, rule, regulation,  judgment,  order, writ or
                           decree of any government,  government instrumentality
                           or court,  domestic or foreign,  having  jurisdiction
                           over the Company or any of its subsidiaries or any of
                           their respective properties, assets or operations.

                                    (xvii)   The   documents   incorporated   by
                           reference in the Prospectus (other than the financial
                           statements and schedules and other financial or
                                       18
<PAGE>
                           statistical   data   included  or   incorporated   by
                           reference  therein,  as to which no  opinion  need be
                           rendered),  when they became  effective or were filed
                           with the Commission,  as the case may be, complied as
                           to   form  in  all   material   respects   with   the
                           requirements  of the  1933 Act or the  1934  Act,  as
                           applicable,  and the  rules  and  regulations  of the
                           Commission thereunder.

                                    (xviii)  The  Company is not an  "investment
                           company" or an entity  "controlled" by an "investment
                           company," as such terms are defined in the 1940 Act.

                                    (xix)   To  the   best  of  such   counsel's
                           knowledge,  neither the Company nor its  subsidiaries
                           are in violation of their charter or bylaws;  and the
                           Company and its  subsidiaries  are in compliance with
                           all laws,  rules,  regulations,  judgments,  decrees,
                           orders and  statutes  in the  jurisdictions  in which
                           they are conducting their business.

                                    (xx) The Company  has been and is  organized
                           in conformity with the requirements for qualification
                           and taxation as a REIT under the Code and its methods
                           of  operation  have  at all  times  enabled,  and its
                           proposed  methods  of  operation   described  in  the
                           Registration  Statement  will enable,  the Company to
                           qualify as a REIT under the Code.

                                    (xxi) Each of FFCA Acquisition  Corporation,
                           FFCA  Institutional  Advisors,  Inc.,  FFCA  Residual
                           Interest    Corporation,    FFCA    Secured    Assets
                           Corporation,  FFCA Secured  Lending  Corporation  and
                           FFCA Secured Franchise Loan Trust 1997-1 has been (at
                           all times during the period each such corporation has
                           been  in   existence)   and  will  be  treated  as  a
                           "qualified REIT  subsidiary"  under Section 856(i) of
                           the Code.

                                    (xxii)    FFCA     Co-Investment     Limited
                           Partnership  has been (at all times on and after June
                           1, 1994) and will be treated as a partnership, rather
                           than  an  association  taxable  as a  corporation  or
                           publicly traded  partnership,  for federal income tax
                           purposes.

                                    (xxiii)  To  the  best  of  such   counsel's
                           knowledge,  no holder of any  security of the Company
                           or  any  other   person  has  any  right  to  require
                           registration  of shares of Common  Stock or any other
                           security of the Company  because of the filing of the
                           Registration   Statement  or   consummation   of  the
                           transactions contemplated by this Agreement.

                                    (xxiv)   To  the  best  of  such   counsel's
                           knowledge,  except as  described  in the  Prospectus,
                           there are no outstanding  options,  warrants or other
                           rights  calling  for the  issuance  of any  shares of
                           capital   stock  of  the  Company  or  any   security
                           convertible  into or  exchangeable or exercisable for
                           capital stock of the Company.
                                       19
<PAGE>
                                    (xxv)  The  form  of  certificates  for  the
                           Shares  conforms to the  requirements of the Delaware
                           General Corporation Law.

                           Such  opinion  shall be to such  further  effect with
                  respect to legal  matters  relating to this  Agreement and the
                  sale  of  the  Shares  as  counsel  to  the   Underwriter  may
                  reasonably  request.  In rendering such opinion,  such counsel
                  may  rely  as  to  matters  of  fact  (but  not  as  to  legal
                  conclusions),  to the extent they deem proper, on certificates
                  of responsible  officers of the Company and public  officials.
                  Such  opinion  shall not state  that it is to be  governed  or
                  qualified  by,  or  that  it  is  otherwise  subject  to,  any
                  treatise,  written policy or other document  relating to legal
                  opinions,  including,  without  limitation,  the Legal Opinion
                  Accord of the ABA Section of Business Law (1991).

                           (2) The  favorable  opinion,  dated as of the Closing
                  Time, of Latham & Watkins,  counsel for the Underwriter,  with
                  respect to the matters set forth in clauses (i), (vi),  (vii),
                  (viii) (with respect to rights  arising by operation of law or
                  under the charter or bylaws of the  Company),  (xi) and (xii),
                  inclusive,  of subsection (b)(1) of this Section, except that,
                  with respect to the matters  referred to in (xii),  no opinion
                  need  be  expressed  as  to  the  documents   incorporated  by
                  reference in the Registration Statement.

                           (3) In giving their opinions  required by subsections
                  (b)(1) and (b)(2),  respectively,  of this Section, Kutak Rock
                  and  Latham &  Watkins  shall  each  additionally  state  that
                  nothing has come to their  attention  that led them to believe
                  that  the   Registration   Statement   (except  for  financial
                  statements  and schedules and other  financial or  statistical
                  data  included or  incorporated  by reference  therein and the
                  Form T-1, as to which such counsel need make no statement), at
                  the time it became effective or on the date hereof,  contained
                  an untrue  statement of a material  fact or omitted to state a
                  material  fact  required to be stated  therein or necessary to
                  make  the  statements  therein  not  misleading  or  that  the
                  Prospectus (except for financial  statements and schedules and
                  other  financial or statistical  data included or incorporated
                  by  reference  therein,  as to which such counsel need make no
                  statement),  on the date hereof (unless the term  "Prospectus"
                  refers  to  a  prospectus  which  has  been  provided  to  the
                  Underwriter  by the  Company  for use in  connection  with the
                  offering of the Shares which  differs from the  Prospectus  on
                  file at the Commission at the time the Registration  Statement
                  becomes  effective,   in  which  case  at  the  date  of  such
                  prospectus),  or at the Closing Time,  included or includes an
                  untrue  statement  of a  material  fact or omitted or omits to
                  state  a  material  fact   necessary  in  order  to  make  the
                  statements  therein,  in the light of the circumstances  under
                  which they were made, not misleading.

                  (c) At the Closing  Time there shall not have been,  since the
         date hereof or since the  respective  dates as of which  information is
         given in the Prospectus,  any Material  Adverse Change,  whether or not
         arising in the ordinary course of business,  and the Underwriter  shall
         have received a certificate of the President or a Vice President of the
         Company and of the chief financial or chief  accounting  officer of the
         Company, dated as of the Closing Time, to the effect that (i) there has
         been no such Material Adverse
                                       20
<PAGE>
         Change, (ii) the representations and warranties in Section 1 hereof are
         true and  correct  with the same force and  effect as though  expressly
         made at and as of Closing Time, (iii) the Company has complied with all
         agreements  and satisfied all conditions on its part to be performed or
         satisfied  at or  prior  to  Closing  Time,  and  (iv)  no  stop  order
         suspending the  effectiveness  of the  Registration  Statement has been
         issued and no  proceedings  for that  purpose  have been  initiated  or
         threatened  by the  Commission.  As used in this  Section 5(c) the term
         "Prospectus"  means  the  Prospectus  in the  form  first  used  by the
         Underwriter to confirm sales of the Shares.

                  (d) At the  time  of the  execution  of  this  Agreement,  the
         Underwriter shall have received from Arthur Andersen LLP a letter dated
         such  date,  in form and  substance  satisfactory  to the  Underwriter,
         containing  statements and information of the type ordinarily  included
         in accountants'  "comfort  letters" to underwriters with respect to the
         financial statements and certain financial information contained in the
         Registration Statement.

                  (e) At the Closing Time the  Underwriter  shall have  received
         from Arthur Andersen LLP a letter, dated as of the Closing Time, to the
         effect that they reaffirm the statements  made in the letter  furnished
         pursuant to subsection  (d) of this Section,  except that the specified
         date  referred to shall be a date not more than three days prior to the
         Closing Time.

                  (f) At the Closing  Time,  the Shares shall have been approved
         for listing on the New York Stock  Exchange,  subject  only to official
         notice of issuance.

                  (g) At the Closing  Time,  counsel for the  Underwriter  shall
         have  been  furnished  with such  documents  and  opinions  as they may
         require for the purpose of enabling  them to pass upon the issuance and
         sale of the Shares as herein contemplated and related  proceedings,  or
         in order to  evidence  the  accuracy of any of the  representations  or
         warranties,  or  the  fulfillment  of any  of  the  conditions,  herein
         contained;  and all proceedings taken by the Company in connection with
         the  issuance  and sale of the Shares as herein  contemplated  shall be
         satisfactory  in form and substance to the  Underwriter and counsel for
         the Underwriter.

         If any  condition  specified  in  this  Section  shall  not  have  been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the  Underwriter  by  notice  to the  Company  at any time at or prior to the
Closing Time, and such  termination  shall be without  liability of any party to
any other party except as provided in Section 4 and except that Sections 3(k), 6
and 7 shall survive any such termination and remain in full force and effect.

         SECTION 6.  Indemnification.

         (a) The Company  agrees to indemnify and hold harmless the  Underwriter
and each person,  if any, who  controls  the  Underwriter  within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
                                       21
<PAGE>
                  (i) against  any and all loss,  liability,  claim,  damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged   untrue   statement  of  a  material  fact  contained  in  the
         Registration  Statement  (or  any  amendment  thereto),  including  the
         information deemed to be part of the Registration Statement pursuant to
         Rule 434 of the 1933 Act Regulations, if applicable, or the omission or
         alleged  omission  therefrom of a material  fact  required to be stated
         therein or necessary to make the  statements  therein not misleading or
         arising out of any untrue  statement or alleged  untrue  statement of a
         material  fact  contained  in  the  Prospectus  (or  any  amendment  or
         supplement thereto), or the omission or alleged omission therefrom of a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;

                  (ii) against any and all loss,  liability,  claim,  damage and
         expense whatsoever,  as incurred, to the extent of the aggregate amount
         paid  in  settlement  of  any  litigation,   or  any  investigation  or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim  whatsoever  based upon any such  untrue  statement  or
         omission,  or any such alleged untrue  statement or omission;  provided
         that  (subject to Section 6(d) below) any such  settlement  is effected
         with the written consent of the Company; and

                  (iii)  against  any and all  expense  whatsoever,  as incurred
         (including,  subject to the third sentence of Section 6(c) hereof,  the
         reasonable   fees  and   disbursements   of   counsel   chosen  by  the
         Underwriter),  reasonably  incurred  in  investigating,   preparing  or
         defending against any litigation, or any investigation or proceeding by
         any governmental agency or body, commenced or threatened,  or any claim
         whatsoever  based upon any such untrue  statement or  omission,  or any
         such alleged untrue statement or omission,  to the extent that any such
         expense is not paid under (i) or (ii) above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in conformity with written information  furnished to the Company by the
Underwriter  expressly for use in the  Registration  Statement (or any amendment
thereto) or any  preliminary  prospectus or the  Prospectus (or any amendment or
supplement thereto).

         (b) The Underwriter  agrees to indemnify and hold harmless the Company,
its directors,  each of its officers who signed the Registration Statement,  and
each person,  if any, who controls the Company  within the meaning of Section 15
of the  1933  Act or  Section  20 of the  1934  Act  against  any and all  loss,
liability,  claim,  damage and expense  described in the indemnity  contained in
subsection  (a) of this  Section,  as incurred,  but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions,  made in the
Registration  Statement (or any  amendment  thereto) or the  Prospectus  (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by the Underwriter expressly for use in the
Registration  Statement (or any  amendment  thereto) or the  Prospectus  (or any
amendment or supplement thereto).
                                       22
<PAGE>
         (c) Each indemnified  party shall give notice as promptly as reasonably
practicable to each  indemnifying  party of any action  commenced  against it in
respect of which indemnity may be sought hereunder,  but failure to so notify an
indemnifying  party shall not relieve such indemnifying party from any liability
which it may have  otherwise  than on account of this  indemnity  agreement.  An
indemnifying party may participate at its own expense in the defense of any such
action;  provided,  however,  that counsel to the  indemnifying  party shall not
(except with the consent of the indemnified party) be counsel to the indemnified
party.  In no event  shall  the  indemnifying  parties  be  liable  for fees and
expenses of more than one counsel (in  addition to any local  counsel)  separate
from their own counsel for all  indemnified  parties in connection  with any one
action or  separate  but  similar  or related  actions in the same  jurisdiction
arising out of the same general  allegations or  circumstances.  No indemnifying
party  shall,  without the prior  written  consent of the  indemnified  parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  in respect of which
indemnification  or contribution could be sought under this Section 6 or Section
7 hereof (whether or not the indemnified parties are actual or potential parties
thereto),  unless  such  settlement,  compromise  or  consent  (i)  includes  an
unconditional  release of each indemnified  party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault,  culpability  or a failure to act by
or on behalf of any indemnified party.

         (d) If at any  time  an  indemnified  party  shall  have  requested  an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel,  such  indemnifying  party  agrees  that it  shall  be  liable  for any
settlement of the nature  contemplated by Section 6(a)(ii)  effected without its
written  consent if (i) such  settlement is entered into more than 45 days after
receipt  by  such  indemnifying  party  of  the  aforesaid  request,  (ii)  such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days  prior to such  settlement  being  entered  into  and  (iii)  such
indemnifying   party  shall  not  have  reimbursed  such  indemnified  party  in
accordance with such request prior to the date of such settlement.

         (e) For purposes of this Section 6, all references to the  Registration
Statement,  any preliminary  prospectus or the  Prospectus,  or any amendment or
supplement  to any  of the  foregoing,  shall  be  deemed  to  include,  without
limitation,  any electronically transmitted copies thereof,  including,  without
limitation, any copies filed with the Commission pursuant to EDGAR.

         SECTION 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason  unavailable to or  insufficient  to hold harmless an
indemnified  party in respect of any  losses,  liabilities,  claims,  damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate to reflect the relative  benefits received by the Company on the one
hand and the  Underwriter  on the other  hand from the  offering  of the  Shares
pursuant to this Agreement or (ii) if the  allocation  provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the  relative  benefits  referred  to in clause  (i) above but also the
relative  fault of the  Company  on the one hand and of the  Underwriter  on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims,
                                       23
<PAGE>
damages or expenses, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriter on
the other hand in  connection  with the offering of the Shares  pursuant to this
Agreement shall be deemed to be in the same respective  proportions as the total
net proceeds from the offering of the Shares pursuant to this Agreement  (before
deducting expenses) received by the Company and the total underwriting  discount
received  by the  Underwriter,  in each  case as set  forth on the  cover of the
Prospectus, bear to the aggregate initial public offering price of the Shares as
set forth on such cover.  The relative  fault of the Company on the one hand and
the  Underwriter  on the other hand shall be  determined  by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied  by the  Company or by the  Underwriter  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.  The Company and the Underwriter  agree that
it would not be just and  equitable if  contribution  pursuant to this Section 7
were  determined  by pro rata  allocation  or by any other method of  allocation
which does not take account of the equitable considerations referred to above in
this Section 7. The aggregate amount of losses, liabilities, claims, damages and
expenses  incurred by an indemnified party and referred to above in this Section
7 shall be deemed to include any legal or other expenses  reasonably incurred by
such  indemnified  party in  investigating,  preparing or defending  against any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  based upon any such
untrue  or  alleged   untrue   statement   or  omission  or  alleged   omission.
Notwithstanding  the  provisions  of this  Section  7,  in no  event  shall  the
Underwriter  be  required  to  contribute  any amount in excess of the amount by
which the total  underwriting  discount received by the Underwriter as set forth
on the cover of the  Prospectus  exceeds  the amount of any  damages  which such
Underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within the meaning of Section  11(f) of the 1933
Act) shall be  entitled  to  contribution  from any person who was not guilty of
such fraudulent misrepresentation.  For purposes of this Section 7, each person,
if any, who controls an Underwriter within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to  contribution as
such Underwriter,  and each director of the Company, each officer of the Company
who signed the Registration Statement, and each person, if any, who controls the
Company  within  the  meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company.

         SECTION  8.  Representations,  Warranties  and  Agreements  to  Survive
Delivery.  All  representations,  warranties  and  agreements  contained in this
Agreement,  or contained in  certificates  of officers of the Company  submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any  investigation  made by or on behalf of the  Underwriter  or  controlling
person,  or by or on behalf of the Company,  and shall  survive  delivery of the
Shares to the Underwriter.

         SECTION 9.  Termination of Agreement.

         (a) The  Underwriter  may terminate  this  Agreement,  by notice to the
Company,  at any time at or prior to the  Closing  Time (i) if there  has  been,
since the time of execution of this Agreement or since the  respective  dates as
of which information is given in the Prospectus, any
                                       24
<PAGE>
material  adverse  change in the  condition,  financial or otherwise,  or in the
earnings,  business  affairs  or  business  prospects  of the  Company  and  its
subsidiaries  considered  as  one  enterprise,  whether  or not  arising  in the
ordinary course of business,  or (ii) if there has occurred any material adverse
change in the financial markets in the United States or elsewhere,  any outbreak
of hostilities  or escalation  thereof or other calamity or crisis or any change
or  development  involving a  prospective  change in  national or  international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the  judgment of the  Underwriter,  impracticable  (x) to
commence or continue the offering of the units of the Trust to the public or (y)
to enforce  contracts  for the sale of the units of the Trust by the  Trust,  or
(iii) if  trading  in the  Common  Stock has been  suspended  or  limited by the
Commission  or the New  York  Stock  Exchange  or if  trading  generally  on the
American   Stock   Exchange   or  the  New  York  Stock   Exchange   or  in  the
over-the-counter  market has been  suspended  or limited,  or minimum or maximum
prices for  trading  have been  fixed,  or maximum  ranges for prices  have been
required,  by any of  said  exchanges  or by  such  system  or by  order  of the
Commission,  the National  Association of Securities Dealers,  Inc. or any other
governmental  authority,  or (iv) if a banking  moratorium  has been declared by
either Federal, New York or Arizona  authorities.  As used in this Section 9(a),
the  term  "Prospectus"  means  the  Prospectus  in the form  first  used by the
Underwriter to confirm sales of the Shares.

         (b) If this  Agreement is  terminated  pursuant to this  Section,  such
termination shall be without liability of any party to any other party except as
provided in Section 4 hereof,  and provided  further that Sections 3(k), 6 and 7
shall survive such termination and remain in full force and effect.

         SECTION 10. Default by the Underwriter.  If the Underwriter  shall fail
at the Closing  Time to purchase  the Shares  which it is  obligated to purchase
under this Agreement (the "Defaulted  Shares"),  the Underwriter  shall have the
right,  within  24  hours  thereafter,   to  make  arrangements  for  any  other
underwriters to purchase all, but not less than all, of the Defaulted  Shares in
such amounts as may be agreed upon and upon the terms herein set forth.

         No action taken pursuant to this Section shall relieve the  Underwriter
from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement, either the Underwriter or the Company shall have the right to
postpone  the  Closing  Time for a period not  exceeding  seven days in order to
effect any required  changes in the  Registration  Statement or Prospectus or in
any other  documents or  arrangements.  As used herein,  the term  "Underwriter"
includes any person substituted for an Underwriter under this Section 10.

         SECTION 11.  Notices.  All notices and other  communications  hereunder
shall be in  writing  and shall be  deemed to have been duly  given if mailed or
transmitted  by  any  standard  form  of   telecommunication.   Notices  to  the
Underwriter  shall be directed to the Underwriter at 388 Greenwich  Street,  New
York, New York 10013,  attention of Gregory Wright; notices to the Company shall
be directed to it at 17207 North  Perimeter  Drive,  Scottsdale,  Arizona 85255,
attention  of Morton H.  Fleischer,  with a copy to Dennis L.  Ruben at the same
address.
                                       25
<PAGE>
         SECTION 12.  Parties.  This Agreement shall inure to the benefit of and
be binding upon the Underwriter and the Company and their respective successors.
Nothing  expressed  or  mentioned  in this  Agreement  is  intended  or shall be
construed to give any person,  firm or  corporation,  other than the Underwriter
and the Company and their respective  successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal
representatives,  any legal or  equitable  right,  remedy  or claim  under or in
respect of this  Agreement or any provision  herein or therein  contained.  This
Agreement and all conditions  and provisions  hereof and thereof are intended to
be for the sole and  exclusive  benefit of the  Underwriter  and the Company and
their  respective  successors,  and said  controlling  persons and  officers and
directors and their heirs and legal  representatives,  and for the benefit of no
other person,  firm or corporation.  No purchaser of Shares from the Underwriter
shall be deemed to be a successor by reason merely of such purchase.

         SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. 26
<PAGE>
         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
between the Underwriter and the Company in accordance with its terms.

                                 Very truly yours,

                                 FRANCHISE FINANCE CORPORATION OF
                                 AMERICA


                                 By /s/ Morton H. Fleisher
                                   ---------------------------------------------
                                    Name:  Morton H. Fleischer
                                    Title: President and Chief Executive Officer

CONFIRMED AND ACCEPTED, 
 as of the date first above written:

SMITH BARNEY INC.



By /s/ James C. Conles
  ------------------------
  James C. Conles
  Managing Director
                                       S-1

                                    EXHIBIT 5

                                   KUTAK ROCK                      ATLANTA      
                                  A PARTNERSHIP                    KANSAS CITY  
                       INCLUDING PROFESSIONAL CORPORATIONS         LITTLE ROCK  
                                   SUITE 2900                      NEWPORT BEACH
                             717 SEVENTEENTH STREET                NEW YORK     
                           DENVER, COLORADO 80202-3329             OKLAHOMA CITY
                                 (303) 297-2400                    OMAHA        
                            FACSIMILE (303) 292-7799               PHOENIX      
                                                                   PITTSBURGH
                            http://www.kutakrock.com               WASHINGTON   
                                                                   

                               September 11, 1997


Board of Directors
Franchise Finance Corporation
  of America
The Perimeter Center
17207 North Perimeter Drive
Scottsdale, AZ 85255


               Re:  Issuance and Sale of Common Stock


Ladies and Gentlemen:

         We have acted as counsel to Franchise  Finance  Corporation  of America
(the  "Company"),  in  connection  with  the  preparation  of  the  registration
statement on Form S-3 (Registration No. 33-62629), as amended (the "Registration
Statement"),  filed with the  Securities  and Exchange  Commission in connection
with the  registration of $500,000,000  aggregate  offering price of securities.
Further,  we have  acted  as  counsel  to the  Company  in  connection  with the
preparation of the related  Prospectus  dated July 21, 1997 (the  "Prospectus"),
and  the  Prospectus  Supplement  dated  September  11,  1997  (the  "Prospectus
Supplement")  relating to the issuance of 956,160 shares of the Company's common
stock,  $.01 par value per share (the "Common Stock").  We are familiar with the
proceedings heretofore taken by the Company in connection with the authorization
and  registration,  and in the  preparation  for the issuance  and sale,  of the
Common Stock.

         For the  purpose of  rendering  this  opinion,  we have  examined  such
corporate  records,  certificates  and other documents of the Company,  and have
made such investigations of law as
<PAGE>
Board of Directors
Franchise Finance Corporation
  of America
September 11, 1997
Page 2

we deemed necessary or appropriate and we are familiar with the procedures taken
or proposed to be taken by the Company in connection  with the issuance and sale
of the Common Stock. We have examined the Registration Statement, the Prospectus
and the Prospectus Supplement. In expressing this opinion, we have relied, as to
any questions of fact upon which our opinion is predicated, upon representations
and certificates of the officers of the Company.  Except as otherwise  indicated
herein,  all  terms  defined  in  the  Registration  Statement,  Prospectus  and
Prospectus Supplement are used herein as so defined.

         We have  assumed for  purposes of the opinions set forth below (i) that
no stop orders  relating to the  Registration  Statement have been issued by the
Securities  and Exchange  Commission  as of the date of the issuance and sale of
the Common Stock;  (ii) the  genuineness of all signatures and the  authenticity
and  completeness  of all  documents  submitted  to us as  originals;  (iii) the
conformity to originals and the authenticity of all documents  supplied to us as
certified,  photocopied,  conformed or facsimile copies and the authenticity and
completeness  of the originals of any such documents;  (iv) the proper,  genuine
and due  execution and delivery of all documents by all parties to them and that
there has been no breach of the terms thereof; (v) that all required actions are
taken and conditions  satisfied with respect to the issuance of the Common Stock
as specified in the Prospectus and Prospectus Supplement; and (vi) consideration
is received for the Common Stock.

         Based upon the  foregoing and subject to the  qualifications  set forth
above,  we are of the opinion that at the time the Common  Stock is issued,  the
Common Stock will be legally issued, fully paid and nonassessable.

         This opinion is given for the sole benefit of the addressee  hereof and
may not be relied upon by or delivered to any other  person.  In addition,  this
opinion relates only to the matters and the transactions  specifically  referred
to, and no other opinions should be implied therefrom.

                                        Respectfully submitted,

                                        /s/ Kutak Rock

                                        Kutak Rock


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