Exhibit 4.1


    EXHIBIT
      4.1

     

    SECOND
      SUPPLEMENTAL INDENTURE dated as of May 14, 2007 (this “Second
      Supplemental Indenture”)
      by and
      among FF-TSY HOLDING COMPANY II, LLC, a Delaware limited liability company
      (the
“Company”),
      as
      issuer, FF-TSY HOLDING COMPANY II, INC., a Delaware corporation, (the
“Co-Issuer”),
      GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”),
      as
      guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the
“Trustee”).
      Capitalized terms used in this Second Supplemental Indenture but not defined
      herein have the meanings given to such terms in the Indenture (as defined
      below). 

     

    WITNESSETH:
      

     

    WHEREAS,
      Trustreet Properties, Inc., a Maryland corporation (“Trustreet”),
      heretofore executed and delivered an indenture dated as of March 23, 2005
      between Trustreet and the Trustee (the “Original Indenture”),
      pursuant to which Trustreet issued $300,000,000 aggregate principal amount
      of
      71/2%
      Senior
      Notes due 2015 (the “Notes”);

     

    WHEREAS,
      Trustreet and the Company entered into an Assignment and Assumption Agreement
      dated as of February 26, 2007, pursuant to which Trustreet assigned on such
      date
      all of its assets, rights and properties to the Company and the Company agreed
      to assume, perform and, in due course, satisfy and discharge all obligations,
      debts and liabilities of Trustreet (the “Assignment
      and Assumption”);
      

     

    WHEREAS,
      in
      connection with the Assignment and Assumption and as required by the Original
      Indenture, Trustreet, the Company, the Co-Issuer and the Trustee entered into
      a
      Supplemental Indenture dated as of February 26, 2007 (the “First
      Supplemental Indenture”
and,
      together with the Original Indenture, the “Indenture”)
      which
      amended the Original Indenture and provided for the express assumption by the
      Company of all obligations of Trustreet under the Original Indenture and the
      Notes;

     

    WHEREAS,
      Section
      9.01(a)(vi) of the Indenture provides that, without the consent of any Holder
      of
      a Note, the Company and the Trustee may amend or supplement the Indenture to
      make any change that would provide any additional rights or benefits to the
      Holders of Notes or that does not materially adversely affect the legal rights
      under the Indenture of any such Holder;

     

    WHEREAS,
      in
      accordance with Section 9.01(b) of the Indenture, the Company has delivered
      to
      the Trustee its request, accompanied by a Board Resolution authorizing the
      Company’s execution of this Second Supplemental Indenture, that the Trustee duly
      execute and deliver this Second Supplemental Indenture; 

    


    WHEREAS,
      in
      accordance with Sections 7.02(b) and 11.04 of the Indenture, the Company has
      furnished to the Trustee an Officers’ Certificate and Opinion of Counsel, in
      each case in form and substance satisfactory to the Trustee, stating that,
      in
      the opinion of the Company and such counsel, respectively, all conditions
      precedent to the effectiveness of this Second Supplemental Indenture have been
      satisfied; and

    


    WHEREAS,
      all
      other acts and proceedings required by law, by the Indenture and by the
      organizational documents of the Company, to make this Second Supplemental
      Indenture a valid and binding agreement for the purposes expressed herein,
      in
      accordance with its terms, have been duly done and performed; 

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the covenants and agreements contained herein,
      and for other good and valuable consideration the receipt and sufficiency of
      which are hereby mutually acknowledged, and for the equal and proportionate
      benefit of the Holders of Notes, the Company, the Co-Issuer, GECC and the
      Trustee hereby agree as follows: 

     

    


    


    ARTICLE
      ONE

    AMENDMENTS
      TO THE INDENTURE

    


    Section
      1.1. Amendments
      to Article One.
      

    


    (a)
      Section 1.01 of the Original Indenture is hereby further amended to insert
      therein the following new definitions in alphabetical order: 

    


    “GECC”
means
      General Electric Capital Corporation, a Delaware corporation. 

    


    “Second
      Supplemental Indenture”
means
      that certain Second Supplemental Indenture to the Indenture dated as of May
      14,
      2007 among the Company, the Co-Issuer, GECC and the Trustee.

    


    Section
      1.2. Amendments
      to Article Four.
      

    


    (a)
      Section 4.03(a) of the Indenture is hereby amended by adding the following
      sentences after the penultimate sentence of such Section 4.03(a):

     

    “Notwithstanding
      the foregoing, the Company shall be deemed to have complied with the
      requirements of the first two sentences of this Section 4.03(a) by the
      filing by GECC of such reports that GECC is required to file with the SEC
      pursuant to such Section 13(a) or 15(d);
      provided, that, (i) GECC is subject to Section 13(a) or 15(d) of the
      Exchange Act, (ii) the Company is not required by Sections 13(a) or 15(d)
      of the Exchange Act to file reports with the SEC, (iii) the Guarantee provided
      by GECC under Article Twelve of this Indenture remains in full force and effect,
      and (iv) GECC’s senior unsecured debt maintains a rating by S&P of A+
      (or the equivalent) or higher and a rating by Moody’s of Aa1 (or the equivalent)
      or higher, provided,
      with
      respect to clause (iv), in each case, such ratings are publicly available,
      and
provided further,
      with
      respect to clause (iv), that in the event S&P or Moody’s is no longer in
      existence for purposes of determining such rating, such organization may be
      replaced by a nationally recognized statistical rating organization (as defined
      in Rule 436 under the Securities Act) designated by the Company, notice of
      which
      shall be given to the Trustee. At any time that the requirements of the first
      two sentences of this Section 4.03(a) are complied with by the filing by GECC
      of
      such reports that GECC is required to file with the SEC pursuant to such Section
      13(a) or 15(d), all references in this Indenture and the related documents
      to a
      balance sheet, reports or other information filed with the SEC or provided
      to
      the Trustee pursuant to this Section 4.03 shall instead be references to an
      available internal consolidated balance sheet of the Company and its Restricted
      Subsidiaries or available internal financial statements of the Company,
      respectively.”

     

    (b)
      Section 4.03(b) of the Indenture is hereby amended by inserting “During any
      period for which the Company’s obligations under Section 4.03(a) may not be
      satisfied pursuant to the penultimate sentence thereof, ” in front of the word
“If” at the beginning thereof and replacing the word “If” at the beginning
      thereof with the word “if”.

    


    Section
      1.3. Amendments
      to Article Eleven.
      Section
      11.02(a) of the Original Indenture is hereby amended and restated in its
      entirety to read as follows:

    


    (a)
      Any
      notice or communication by the Company, GECC or the Trustee to the other is
      duly
      given if in writing and delivered in person or mailed by first class mail
      (registered or certified, return receipt requested), facsimile or overnight
      air
      courier guaranteeing next delivery, to the others’ address: 

    


    If
      to the
      Company and/or GECC:

     

    FF-TSY
      Holding Company II, LLC

    c/o
      General Electric Capital Corporation 

    260
      Long
      Ridge Road

    Stamford,
      CT 06927

    Facsimile
      No.: (203) 357-4975

                   
      Attention: Senior Vice President - Corporate Treasury and
      Global Funding
      Operation

    


    with
      a
      copy to:

    


    Hogan
      & Hartson LLP

    555
      13th
      Street,
      N.W.

    Washington,
      D.C. 20004

    Facsimile
      No.: (202) 637-5910

    Attn:
      J.
      Warren Gorrell, Jr., Esq.

                             
      David P. Slotkin, Esq.

    


    If
      to the
      Trustee:

    


    Wells
      Fargo Bank, National Association

                   
      Sixth & Marquette; N9303-120

                   
      Minneapolis, MN 55479

                                   
      Facsimile
      No.: (612) 667-9825

                                   
      Attn: Corporate Trust Services - FF-TSY Administrator

    


    Section
      1.4. Addition
      of New Article Twelve.
      A new
      Article Twelve is hereby added to the Indenture, to read in its entirety as
      follows: 

    


    “ARTICLE
      TWELVE 

    GECC
      GUARANTEE

    


     

    Section
      12.01 Guarantee.
      

     

    (a)
      By
      its execution of the Second Supplemental Indenture, GECC absolutely,
      unconditionally and irrevocably Guarantees to each Holder of a Note
      authenticated and delivered by the Trustee and to the Trustee and its successors
      and assigns, irrespective of the enforceability of this Indenture and the Notes
      or the obligations of the Company under the Indenture and the Notes, the due
      and
      punctual payment of the principal and interest and all other amounts due under
      the Indenture and the Notes when the same shall become due and payable, whether
      at maturity, pursuant to mandatory prepayments, by acceleration or otherwise,
      in
      each case after any applicable grace periods or notice requirements, according
      to the terms of the Indenture and the Notes. The obligations of GECC hereunder
      shall be unsecured and shall rank pari passu with all of GECC’s other unsecured
      and unsubordinated Indebtedness. GECC hereby agrees that its obligations
      hereunder shall be unconditional, irrespective of the validity, regularity
      or
      enforceability of this Indenture and the Notes, any change in or amendment
      thereto, the absence of any action to enforce the same, any waiver or consent
      by
      the Trustee or Holders of the Notes with respect to any provision thereof,
      the
      recovery of any judgment against the Company or any action to enforce the same,
      or any other circumstances which may otherwise constitute a legal or equitable
      discharge or defense of GECC with respect to its obligations hereunder;
provided,
      however,
      that
      nothing contained herein shall be deemed to be a waiver by GECC of presentment
      or demand of payment or notice to GECC with respect to the Notes and the
      obligations evidenced thereby or hereby. GECC
      waives any right of set-off or counterclaim it may have against Holders of
      Notes
      arising from any other relationship between any such Holder, as an obligee,
      and
      the Company, as an obligor. GECC covenants that its obligations hereunder will
      not be discharged except by complete performance of the obligations contained
      in
      this Indenture and the Notes. 

    


    (b)
      GECC
      shall be subrogated to all rights of Holders of the Notes in respect of any
      amounts paid by GECC pursuant to the provisions of this Section 12.01;
provided,
      however,
      that
      GECC shall be entitled to enforce, or to receive any payments arising out of
      or
      based upon, such right of subrogation only after the principal of and interest
      on the Notes and all other amounts owed to Holders of Notes under this Indenture
      and the Notes have been paid in full.

    


    (c)
      The
      Guarantee of the Notes by GECC provided for herein shall continue to be
      effective or reinstated, as the case may be, if at any time any payment of
      principal of or interest on the Notes or any other amounts owed to the Holders
      of Notes under this Indenture and the Notes is rescinded or must otherwise
      be
      returned by such Holders upon the insolvency, bankruptcy or reorganization
      by
      GECC, the Company or otherwise, all as though such payment had not been made.”


    


    ARTICLE
      II

    MISCELLANEOUS

    


    Section
      2.1. Representations
      and Warranties of GECC.
      GECC
      represents and warrants to the Trustee that (i) it is a Delaware corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Delaware, and (ii) the execution delivery and performance by it of
      this
      Second Supplemental Indenture have been authorized and approved by all corporate
      action on its part.

     

    Section
      2.2. Execution
      as Supplemental Indenture.
      This
      Second Supplemental Indenture is executed and shall be construed as an indenture
      supplemental to the Indenture and, as provided in the Indenture, this Second
      Supplemental Indenture forms a part thereof. Except as herein expressly
      otherwise defined, the use of the terms and expressions herein is in accordance
      with the definitions, uses and constructions contained in the Indenture.


     

    Section
      2.3.
      Ratification
      of Original Indenture.
      The
      Indenture, as amended and supplemented by this Second Supplemental Indenture,
      is
      in all respects ratified and confirmed and shall continue in full force and
      effect in accordance with the provisions thereof. 

     

    Section
      2.4. Provisions
      Binding on Successors.
      All
      agreements contained in this Second Supplemental Indenture made by the Company,
      the Co-Issuer and GECC shall bind their respective successors and assigns
      whether so expressed or not. 

     

    Section
      2.5. No
      Recourse Against Others.
      Pursuant to Section 11.07 of the Indenture, no incorporator, shareholder,
      officer, director, employee or controlling person of GECC shall have any
      liability for any obligations of GECC under the Indenture and the Notes or
      for
      any claim based on, in respect of, or by reason of, such obligations and their
      creation. 

     

    Section
      2.6. Governing
      Law.
      THIS
      SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
      WITH
      THE LAWS OF THE STATE OF NEW YORK.

     

    Section
      2.7. Severability.
      In case
      any provision in this Second Supplemental Indenture or the Notes shall be
      invalid, illegal or unenforceable, the validity, legality and enforceability
      of
      the remaining provisions hereof and thereof shall not in any way be affected
      or
      impaired thereby. 

     

    Section
      2.8. Counterparts
      and Method of Execution.
      This
      Second Supplemental Indenture may be executed in any number of counterparts,
      each of which shall be an original but such counterparts shall together
      constitute but one and the same.

     

    Section
      2.9. Titles
      and Headings.
      Section
      titles and headings are for descriptive purposes only and shall not control
      or
      alter the meaning of this Second Supplemental Indenture. 

     

    Section
      2.10. Trustee.
      The
      Trustee makes no representations as to the validity or sufficiency of this
      Second Supplemental Indenture. The recitals and statements herein are deemed
      to
      be those of the Company, the Co-Issuer and GECC and not of the Trustee.


     

    Section
      2.11. Trust
      Indenture Act Controls.
      If any
      provision of this Second Supplemental Indenture limits, qualifies or conflicts
      with another provision of this Second Supplemental Indenture or the Indenture
      that is required to be included herein or in the Original Indenture by the
      Trust
      Indenture Act of 1939, as amended (the “Act”),
      as in
      force on the date this Second Supplemental Indenture is executed, the provision
      required by the Act shall control. 

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
      Indenture to be executed as of the day and year first above
      written.

     

    FF-TSY
      HOLDING COMPANY II, LLC 

     

    By:
      /s/
      Darren A. Kowalske   

    Name:
      Darren A. Kowalske

    Title:
      President

     

     

    FF-TSY
      HOLDING COMPANY II, INC. 

     

    By:
      /s/
      Darren A. Kowalske   

    Name:
      Darren A. Kowalske

    Title:
      President

    


    


    GENERAL
      ELECTRIC CAPITAL CORPORATION 

     

    By:
      /s/
      Darren A. Kowalske   

    Name:
      Darren A. Kowalske

    Title:
      Vice President

     

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,
      as
      Trustee 

     

    By:
      /s/
      Timothy P. Mowdy   

    Name:
      Timothy P. Mowdy

    Title:
      Vice President