Exhibit
        3.2
 
 AMENDED
        AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
 
 OF
 
 FF-TSY
        HOLDING COMPANY II, LLC
 
 
 This
        Amended and Restated Limited Liability Company Agreement (this “Agreement”) of
        FF-TSY Holding Company II, LLC (the “LLC”) is entered into as of March 27, 2007
        by FF-TSY Holding Company, Inc. (the “Member”), the sole member of the
        LLC.
   W  I  T  N  E  S  S  E  T  H :
  WHEREAS,
        the LLC has been formed under the Delaware Limited Liability Company Act
        (6 Del.C .
        § 18-101, et  seq .
        and, as
        it may be amended from time to time, the “DLLCA”), by Curtis McWilliams, an
        authorized person, by the filing of a certificate of formation (the “Certificate
        of Formation”) with the Delaware Secretary of State on February 21, 2007;
  WHEREAS,
        on February 26, 2007, TSY-FF Acquisition Company, Inc. (“Acquisition”) became
        the sole member of the LLC as successor to Trustreet Properties, Inc., the
        original member of the LLC (“Trustreet”), by way of merger as a result of the
        merger of Trustreet with and into Acquisition;
  WHEREAS,
        pursuant to a Plan of Liquidation and Dissolution (the “Plan”), Acquisition has
        been liquidated and, pursuant to the Plan, the Member, as the sole common
        stockholder of Acquisition, acquired all of Acquisitions assets, including
        all
        of the membership interests in the LLC; and
  WHEREAS,
        the Member desires to amend and restate the original Limited Liability Company
        Agreement of the LLC by this Agreement to set forth certain rights and
        obligations of the Member with respect to the LLC.
  NOW,
        THEREFORE, the Member hereby declares as follows:
   ARTICLE
        I
 ORGANIZATIONAL
        AND OTHER MATTERS
  SECTION
        1.01. Formation;
        Admission .
        By its
        execution and delivery of this Agreement, the Member hereby ratifies the
        formation of the LLC under the provisions of the DLLCA. The rights and
        liabilities of the Member shall be determined pursuant to the DLLCA and this
        Agreement. To the extent that the rights or obligations of the Member are
        different by reason of any provision of this Agreement than they would be
        in the
        absence of such provision, this Agreement shall, to the extent permitted
        by the
        DLLCA, control. Any person or entity hereafter admitted as a member of the
        LLC
        pursuant to Article VII of this Agreement shall thereafter be deemed a “Member”
for all purposes under this Agreement.
  SECTION
        1.02. Name
        and Offices .
        The
        name of the LLC shall be FF-TSY Holding Company II, LLC and the business
        of the
        LLC shall be conducted under such name or such other name or names as the
        Member
        may from time to time determine. The principal offices of the LLC shall be
        located at c/o General Electric Capital Corporation, 8377 East Hartford Drive,
        Suite 200, Scottsdale, AZ 85255, or at such other place or places as the
        Member
        may from time to time determine.
  SECTION
        1.03. Term .
        The LLC
        shall continue until the dissolution of the LLC as provided by the DLLCA
        or this
        Agreement.
  SECTION
        1.04. Limited
        Liability .
        Except
        as otherwise provided by the DLLCA, the debts, obligations and liabilities
        of
        the LLC, whether arising in contract, tort or otherwise, shall be the debts,
        obligations and liabilities solely of the LLC, and the Member shall not be
        personally liable or otherwise obligated with respect to any such debt,
        obligation or liability of the LLC solely by reason of being a Member of
        the
        LLC.
  SECTION
        1.05. Registered
        Agent .
        The
        address of the registered agent for service of process on the LLC in the
        State
        of Delaware is c/o The Corporation Trust Company, 1209 Orange Street,
        Wilmington, Delaware 19801, and the LLC’s registered agent at such address shall
        be The Corporation Trust Company. The Member may, from time to time, appoint
        a
        new registered agent for the LLC.
 
 SECTION
        1.06. Additional
        Filings Concerning the Certificate of Formation .
        If the
        laws of any jurisdiction in which the LLC transacts business so require,
        the
        Member shall file with the appropriate office in that jurisdiction a copy
        of the
        Certificate of Formation and any other documents necessary for the LLC to
        qualify to transact business in such jurisdiction and shall use its best
        efforts
        to file with the appropriate office in that jurisdiction a copy of other
        documents necessary to establish and maintain the Member’s limited liability in
        such jurisdiction. The Member also shall cause to be filed, in the place
        or
        places and in the manner prescribed by law, the Certificate of Formation
        or any
        amendments thereto as may be required, either by the DLLCA, by the laws of
        a
        jurisdiction in which the LLC transacts business or by this Agreement, to
        reflect changes in the information contained therein or otherwise to comply
        with
        the requirements of law for the continuation, preservation and operation
        of the
        LLC as a limited liability company under the DLLCA.
   ARTICLE
        II
 PURPOSE
        AND POWERS
  SECTION
        2.01. Purpose
        of the LLC .
        The
        purposes of the LLC shall be to carry on any lawful business, purpose or
        activity permitted by the DLLCA.
  SECTION
        2.02. Powers
        of the LLC .
        The LLC
        shall have the power to do any and all acts and things necessary, appropriate,
        advisable, or convenient for the furtherance and accomplishment of the purposes
        of the LLC, including, without limitation, to engage in any kind of activity
        and
        to enter into and perform obligations of any kind necessary to or in connection
        with, or incidental to, the accomplishment of the purposes of the LLC, so
        long
        as said activities and obligations may be lawfully engaged in or performed
        by a
        limited liability company under the DLLCA.
  SECTION
        2.03. Right
        to Rely on Managers .
        Any
        Person dealing with the LLC shall be entitled to rely (without further duty
        of
        inquiry) upon a certificate signed by any Manager or officer of the LLC,
        as
        to:
  (a)
            the
                identity of the Member or any Manager or
                officer;  (b)
            the
                existence or nonexistence of any fact or facts that constitute a
                condition
                precedent to acts on behalf of the LLC by the Member or any Manager
                or
                officer or that are in any other manner germane to the affairs of
                the
                LLC;  (c)
            the
                Persons who are authorized to execute and deliver any instrument
                or
                document of the LLC; or  (d)
            any
                other matter whatsoever involving the LLC.  As
        used
        herein, the term “Person” shall mean a natural person, partnership (whether
        general or limited), trust, estate, association, corporation, limited liability
        company, unincorporated organization, custodian, nominee or any other individual
        or entity in its own or any representative capacity, and the term “Manager”
shall mean a Person named in Section 5.03 as a Manager of the LLC or
        hereafter appointed as a Manager pursuant to the terms of this
        Agreement.
  
 ARTICLE
        III
 FUNDING
        CONTRIBUTIONS
  Any
        investment in the LLC will be made 100% by the Member.
   ARTICLE
        IV
 MEMBERSHIP
        INTEREST; DISTRIBUTION OF PROCEEDS
  The
        Member shall own 100% of the membership interests in the LLC. The Member
        shall
        decide whether and in what amounts the proceeds received by the LLC shall
        be
        distributed to the Member. All such proceeds, if any, shall be distributed
        100%
        to the Member.
   
  
   ARTICLE
        V
 MANAGEMENT
        OF THE LLC
  SECTION
        5.01. Management .
        The
        business and affairs of the LLC shall be managed by its Board of Managers.
        Subject to any nonwaivable provisions of applicable law, the Board of Managers
        shall have full and complete authority, power, and discretion to manage and
        control the business, affairs, and properties of the LLC, to make all decisions
        regarding those matters and to perform any and all other acts or activities
        customary or incident to the management of the LLC’s business.
 
 SECTION
        5.02. Number,
        Tenure and Qualifications of Managers .
        The LLC
        shall as of the date hereof have three Managers. The number of Managers that
        will comprise the entire Board of Managers shall be fixed from time to time
        by
        the Member, but in no instance shall there be less than one Manager. Each
        Manager shall hold office until he or she resigns, dies or becomes
        incapacitated, or is removed as provided herein. The Member may remove any
        of
        the Managers at any time and from time to time, with or without cause, and
        may
        designate a person to serve as a successor Manager in the event of the death,
        incapacity, resignation or removal of a Manager. Each person appointed to
        serve
        as a Manager shall serve until a successor Manager is appointed as provided
        hereunder or until such person’s earlier death, resignation or removal.
 
 SECTION
        5.03. Initial
        Managers .
        The
        initial Managers shall be Darren A. Kowalske, John R. Barravecchia and Stefaan
        D'Hoore.
 
 SECTION
        5.04. Meetings .
        Meetings of the Board of Managers may be called by any Manager entitled to
        participate in the meeting or the President, and shall be called by the
        President upon the request of the Member, upon at least 24 hours’ notice to all
        Managers entitled to participate in the meeting in writing or by telephone.
        Meetings may be held by telephone or any other communication by means of
        which
        all participating Managers can simultaneously hear each other during the
        meeting.
  SECTION
        5.05. Quorum .
        No
        action may be taken at a meeting of the Board of Managers unless a quorum
        consisting of a majority of Managers entitled to participate in the meeting
        is
        present.
 
 SECTION
        5.06. Required
        Vote; Voting Rights *.* Except
        where a greater percentage is expressly required by this Agreement, to be
        approved, any action by the Board of Managers taken at a meeting must be
        approved by the affirmative vote of Managers with a majority of the votes
        cast
        at a meeting at which a quorum exists. Each Manager present at a meeting
        and
        entitled to participate in such meeting shall be entitled to one vote with
        respect to any action.
 
 SECTION
        5.07. Action by Written Consent .
        Any
        action to be taken by the Board of Managers may be taken without a meeting
        if
        consents in writing setting forth the action so taken are signed by the Managers
        having not less than the minimum number of votes that would be necessary
        to
        authorize or take such action at a meeting.
 
 SECTION
        5.8. Compensation
        of Managers .
        The
        Managers shall be reimbursed for all reasonable expenses incurred in connection
        with the performance of their duties as Managers.
 
 SECTION
        5.9. Managers
        Not Agents .
        The
        Managers shall have no authority to act in the name of and for the LLC solely
        by
        virtue of being managers of the LLC.
 
 SECTION
        5.10. Officers
        of the LLC Generally .
        The
        Board of Managers (or, in the case of the officers as of the date hereof,
        the
        Member) may appoint such officers of the LLC as the Board of Managers sees
        fit
        and upon terms and conditions the Board of Managers deems necessary and
        appropriate. Any officer shall hold his or her respective office unless and
        until such officer is removed by the Board of Managers.
 
 SECTION
        5.11  President .
        The
        Board of Managers may designate a president. The president shall be the chief
        executive officer. He or she may execute any deed, mortgage, bond, contract
        or
        other instrument, except in cases where the execution thereof shall be expressly
        delegated by the Board of Managers or by this Agreement to some other officer
        or
        agent of the LLC or shall be required by law to be otherwise executed; and
        in
        general shall perform all duties incident to the office of president and
        such
        other duties as may be prescribed by the Board of Managers from time to
        time.
  SECTION
        5.12 . Chief
        Financial Officer .
        The
        Board of Managers may designate a chief financial officer. The chief financial
        officer shall have the responsibilities and duties as set forth by the Board
        of
        Managers or the President.
  SECTION
        5.13.  Vice
        Presidents .
        The
        Board of Managers may designate one or more vice presidents. In the absence
        of
        the president or in the event of a vacancy in such office, the vice president
        (or in the event there be more than one vice president, the vice presidents
        in
        the order designated at the time of their election or, in the absence of
        any
        designation, then in the order of their election) shall perform the duties
        of
        the president and when so acting shall have all the powers of and be subject
        to
        all the restrictions upon the president; and shall perform such other duties
        as
        from time to time may be assigned to such vice president by the president
        or by
        the Board of Managers. The Board of Managers may designate one or more vice
        presidents as executive vice president or as vice president for particular
        areas
        of responsibility.
 
 SECTION
        5.14.  Secretary .
        The
        Board of Managers may designate a secretary. The secretary shall (a) keep
        the minutes of the proceedings of the Board of Managers in one or more books
        provided for that purpose; (b) see that all notices are duly given in
        accordance with the provisions of this Agreement or as required by law;
        (c) be custodian of the records; and (d) in general perform such other
        duties as from time to time may be assigned to him by the president or by
        the
        Board of Managers.
 
 SECTION 5.15. Treasurer .
        The
        Board of Managers may designate a treasurer. The treasurer shall have the
        custody of the funds and securities of the LLC and shall keep full and accurate
        accounts of receipts and disbursements in books belonging to the LLC and
        shall
        deposit all moneys and other valuable effects in the name and to the credit
        of
        the LLC in such depositories as may be designated by the Board of Managers.
        In
        the absence of a designation of a chief financial officer by the Board of
        Managers, the treasurer shall be the chief financial officer of the
        LLC.
 
 SECTION
        5.16. Assistant
        Secretaries and Assistant Treasurers .
        The
        Board of Managers may designate assistant secretaries and assistant treasurers.
        The assistant secretaries and assistant treasurers, in general, shall perform
        such duties as shall be assigned to them by the secretary or treasurer,
        respectively, or by the president or the Board of Managers.
 
 SECTION
        5.17. Officers .
        The
        initial officers of the LLC as of the date hereof shall be:
 Darren
        A.
        Kowalske:   President
 Greg
        R.
        Nielsen: Secretary
        and Vice President
 Todd
        V.
        Jones: Assistant
        Secretary and Vice President
 Carolyn
        C.
        Martin: Assistant
        Secretary and Vice President
 Joe
        T.
        Stroud: Assistant
        Secretary and Vice President
 John
        R.
        Barravecchia: Treasurer,
        Chief Financial Officer and Vice President
 Rosemary
        Q.
        Mills: Assistant
        Treasurer and Vice President—Tax
 William
        K. Crittenden: Vice
        President—Tax
 Ixchell
        C.
        Duarte: Vice
        President and Chief
        Accounting Officer
 John
        L.
        Farren: Assistant
        Secretary and Vice President
 Michael
        T. Shepardson: Assistant
        Secretary and Vice President
 Thomas
        G.
        Kindred, Jr.: Assistant
        Secretary and Vice President
 
 
 SECTION
        5.18. Removal
        of Officers; Vacancies .
        Any
        officer may be removed with or without cause, at any time, by the Board of
        Managers. Vacancies in all offices shall be filled by the Board of
        Managers.
  ARTICLE
        VI
 INDEMNIFICATION
  The
        LLC
        shall indemnify any person who was, is, or is threatened to be made a party
        to a
        proceeding (as hereinafter defined) by reason of the fact that he, she, or
        it
        (i) is or was a Member, manager, officer, employee or agent of the LLC or
        (ii) while a Member, manager, officer, employee or agent of the LLC, is or
        was serving at the request of the LLC as a managers, director, officer, partner,
        venturer, proprietor, trustee, employee, agent, or similar functionary of
        another foreign or domestic limited liability company, corporation, partnership,
        joint venture, sole proprietorship, trust, employee benefit plan, or other
        enterprise, to the fullest extent permitted under the DLLCA. Such right shall
        be
        a contract right and as such shall run to the benefit of any Member, manager,
        officer, employee or agent of the LLC. Any repeal or amendment of this Article
        VI shall be prospective only and shall not limit the rights of any such Member,
        manager, officer, employee or agent or the obligations of the LLC with respect
        to any claim arising from or related to the services of such Member, manager,
        officer, employee or agent in any of the foregoing capacities prior to any
        such
        repeal or amendment to this Article VI. Such right shall include the right
        to be
        paid by the LLC expenses incurred in investigating or defending any such
        proceeding in advance of its final disposition to the maximum extent permitted
        under the DLLCA, as the same exists or may hereafter be amended. If a claim
        for
        indemnification or advancement of expenses hereunder is not paid in full
        by the
        LLC within sixty (60) days after a written claim has been received by the
        LLC,
        the claimant may at any time thereafter bring suit against the LLC to recover
        the unpaid amount of the claim, and if successful in whole or in part, the
        claimant shall also be entitled to be paid the expenses of prosecuting such
        claim. It shall be a defense to any such action that such indemnification
        or
        advancement of costs of defense are not permitted under the DLLCA, but the
        burden of proving such defense shall be on the LLC. Neither the failure of
        the
        LLC (including any managers or directors or committee thereof, independent
        legal
        counsel, or members) to have made its determination prior to the commencement
        of
        such action that indemnification of, or advancement of costs of defense to,
        the
        claimant is permissible in the circumstances nor an actual determination
        by the
        LLC (including any managers, directors or committee thereof, independent
        legal
        counsel, or members) that such indemnification or advancement is not permissible
        shall be a defense to the action or create a presumption that such
        indemnification or advancement is not permissible. In the event of the death
        of
        any person having a right of indemnification under the foregoing provisions,
        such right shall inure to the benefit of his or her heirs, executors,
        administrators and personal representatives. The rights conferred above shall
        not be exclusive of any other right which any person may have or hereafter
        acquire under any statute, resolution, agreement, or otherwise.
  The
        LLC
        may additionally indemnify any employee or agent of the LLC to the fullest
        extent permitted by law.
  As
        used
        herein, the term “proceeding” means any threatened, pending, or completed
        action, suit, or proceeding, whether civil, criminal, administrative,
        arbitrative, or investigative, any appeal in such an action, suit, or
        proceeding, and any inquiry or investigation that could lead to such an action,
        suit, or proceeding.
   ARTICLE
        VII
 TRANSFER
        OF MEMBERSHIP INTEREST
  The
        Member may transfer its membership interest in the LLC at any time to any
        person
        or entity in total, or in part, and upon the execution of a Membership Interest
        Transfer Power substantially in the form attached hereto as Exhibit
        A ,
        without
        any further action by the Member or assignee of the membership interest,
        such
        assignee of the Member’s membership interest shall be admitted as a Member of
        the LLC, and in the event of the assignment of the Member’s entire Membership
        Interest in the LLC, the assignor shall be withdrawn as a Member of the LLC,
        and
        such assignee shall thereafter be deemed the Member for all purposes under
        this
        Agreement.
   ARTICLE
        VIII
 DISSOLUTION
        AND LIQUIDATION
  SECTION
        8.01. Events
        Causing Dissolution .
        The LLC
        shall be dissolved and its affairs wound up on the first to occur of the
        following events:
 
 (i)  any
        event
        that, under the DLLCA, would cause the dissolution of the LLC or would make
        it
        unlawful for the business of the LLC to be continued;
 
 (ii)  the
        sale
        or other disposition of all or substantially all of the property of the LLC
        for
        cash; or
  (iii)  the
        election of the Member.
  SECTION
        8.02. Effect
        of Dissolution .
        Upon
        dissolution, the LLC shall cease carrying on its business but shall not
        terminate until the winding up of the affairs of the LLC is completed, the
        assets of the LLC shall have been distributed as provided below and a
        Certificate of Cancellation of the LLC under the DLLCA has been filed with
        the
        Secretary of State of the State of Delaware.
  SECTION
        8.03. Liquidation
        Upon Dissolution .
        Upon
        the dissolution of the LLC, sole and plenary authority to effectuate the
        liquidation of the assets of the LLC shall be vested in the Member, which
        shall
        have full power and authority to sell, assign and encumber any and all of
        the
        LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly
        and business-like manner. The proceeds of liquidation of the assets of the
        LLC
        distributable upon a dissolution and winding up of the LLC shall be applied
        in
        the following order of priority:
  (i)  first,
        to
        the creditors of the LLC, which may include the Member as a creditor, in
        the
        order of priority provided by law, in satisfaction of all liabilities and
        obligations of the LLC (of any nature whatsoever, including, without limitation,
        fixed or contingent, matured or unmatured, legal or equitable, secured or
        unsecured), whether by payment or the making of reasonable provision for
        payment
        thereof; and
  (ii)  thereafter,
        100% to the Member.
  SECTION
        8.04. Winding
        Up and Certificate of Cancellation .
        The
        winding up of the LLC shall be completed when all of its debts, liabilities
        and
        obligations have been paid and discharged or reasonably adequate provision
        therefor has been made, and all of the remaining property and assets of the
        LLC
        have been distributed to the Member. Upon the completion of the winding up
        of
        the LLC, a Certificate of Cancellation of the LLC shall be filed with the
        Secretary of State of the State of Delaware.
  
  
   ARTICLE
        IX
 AMENDMENT
   This
        Agreement may be amended or modified by a written instrument executed by
        the
        Member.
  ARTICLE
        X
 MISCELLANEOUS
   SECTION
        10.1. Section
        Headings and References .
        The
        Article and Section headings used in this Agreement are for reference purposes
        only and should not be used in construing this Agreement. Unless specified
        otherwise, references herein to a “Section” or an “Article” shall mean the
        specified Section or Article of this Agreement.
  SECTION
        10.2. Gender
        and Number .
        Wherever from the context it appears appropriate, each term in this Agreement
        stated in either the singular or the plural shall include the singular and
        the
        plural, and pronouns stated in either the masculine, feminine or the neuter
        gender shall include the masculine, the feminine and the neuter. The term
        “person” means any individual, corporation, partnership, trust or other
        entity.
  SECTION
        10.3. Exhibit
        A . Exhibit
        A attached
        to this Agreement is incorporated herein by reference and expressly made
        a part
        of this Agreement for all purposes.
  SECTION
        10.4. Severability .
        If any
        provision of this Agreement or portion thereof, or the application of such
        provision or portion thereof to any person or circumstance, shall be held
        invalid, the remainder of this Agreement, or the application of such provision
        or portion thereof to persons or circumstances other than those to which
        it is
        held invalid, shall not be affected thereby.
  SECTION
        10.5. Successors
        and Assigns .
        Except
        as otherwise herein provided, this Agreement shall be binding upon and inure
        to
        the benefit of the party hereto and its successors and assigns, and all other
        persons hereafter having or holding an interest in the LLC, whether as
        assignees, transferees, substitute Member or otherwise.
  SECTION
        10.6. Governing
        Law .
        This
        Agreement and the rights of the parties hereunder shall be governed by and
        construed in accordance with the laws of the State of Delaware without regard
        to
        the conflict of laws or rules thereof.
  SECTION
        10.7. No
        Third Party Beneficiaries .
        The
        provisions of this Agreement shall not be for the benefit of, nor shall they
        be
        enforceable by, any person who is not a party to this Agreement.
 
  
   IN
        WITNESS WHEREOF, the Member has executed this Agreement as of the date first
        written above.
 
 
 **FF-TSY
        Holding Company, Inc.**
 
 
 By:  /s/
        Darren A. Kowalske
 Name:  Darren
        A.
        Kowalske
 Title:  President
 
 
 
 
 
  
   EXHIBIT
        A
 
 MEMBERSHIP
        INTEREST TRANSFER POWER
 
 FOR
        VALUE
        RECEIVED, the undersigned hereby sells, transfers and assigns to
        _________________________________ (the “Assignee”), [ ] units of its membership
        interest in FF-TSY Holding Company II, LLC, a Delaware limited liability
        company
        (the “Company”) and the Assignee is hereby admitted as the Member of the
        Company.
 Should
        such amount equal 100% of the undersigned’s membership interest in the Company,
        in accordance with the Company’s Limited Liability Company Agreement and the
        Limited Liability Company Act of the State of Delaware, the undersigned hereby
        withdraws as the Member of the Company.
 
 [     ]
 Member
 
 
 By:
 Name:
        [
        ]
 Title:
        [
        ]
 
 
 ACCEPTED
        AND AGREED
 
 [ASSIGNEE]