Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NnGE6cww4b7rjTzWC5mPrgc2qaNkySnBk+OBB2NZ3P5dqDytCubZThK6T/Wb7JrY e1HD9Ak1K9sudCg+K6ZA1w== 0001193125-06-230360.txt : 20061109 0001193125-06-230360.hdr.sgml : 20061109 20061109161447 ACCESSION NUMBER: 0001193125-06-230360 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRUSTREET PROPERTIES INC CENTRAL INDEX KEY: 0001032462 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752687420 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51969 FILM NUMBER: 061202397 BUSINESS ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4075402000 MAIL ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: U S RESTAURANT PROPERTIES INC DATE OF NAME CHANGE: 19970206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

TRUSTREET PROPERTIES, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

898404108

(CUSIP Number)

James M. Waterbury

General Electric Capital Corporation

260 Long Ridge Road

Stamford, CT 06927

(203) 357-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 898404108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	General Electric Capital Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	NOT APPLICABLE
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power


		8. Shared Voting Power

		5,143,242*
		9. Sole Dispositive Power


		10. Shared Dispositive Power

		5,143,242*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	5,143,242*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	7.6%*
14.	Type of Reporting Person (See Instructions)

	CO

The Reporting Person may be deemed to have beneficial ownership of the shares of Trustreet Properties, Inc. common stock covered by the voting agreements and irrevocable proxies entered into between General Electric Capital Corporation and certain holders of Trustreet Properties, Inc. common stock (discussed in Items 3, 4 and 5 below).


CUSIP No. 898404108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	General Electric Capital Services, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	NOT APPLICABLE
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power


		8. Shared Voting Power

		5,143,242*
		9. Sole Dispositive Power


		10. Shared Dispositive Power

		5,143,242*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	5,143,242*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	7.6%*
14.	Type of Reporting Person (See Instructions)

	CO


CUSIP No. 898404108


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	General Electric Company
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ¨
	(b) x
3.	SEC Use Only

4.	Source of Funds (See Instructions)

	NOT APPLICABLE
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)	¨


6.	Citizenship or Place of Organization

	New York


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power


		8. Shared Voting Power

		5,143,242*
		9. Sole Dispositive Power


		10. Shared Dispositive Power

		5,143,242*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	5,143,242*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11)

	7.6%*
14.	Type of Reporting Person (See Instructions)

	CO

Item 1. Security and Issuer

This statement relates to the common stock, $0.001 par value per share, of Trustreet Properties, Inc., a Maryland corporation (“Trustreet”). Trustreet has its principal executive offices at 450 South Orange Avenue, Orlando, Florida 32801.

Item 2. Identity and Background

(a) – (c), (f) This statement is filed by General Electric Capital Corporation, a Delaware corporation (“GE Capital”), for and on behalf of itself, General Electric Capital Services, Inc., a Delaware corporation (“GECS”), and General Electric Company, a New York corporation (“GE” and collectively with GE Capital and GECS, the “Reporting Persons”). GECS is a wholly owned subsidiary of GE, and GE Capital is a wholly owned subsidiary of GECS. GE Capital, together with its affiliates, operates primarily in the financial services industry and maintains its principal executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a holding company which owns all of the common stock of GE Capital and other subsidiaries and maintains its principal executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927. GE engages in a providing a wide variety of industrial, commercial and consumer products and services and maintains its principal executive offices at 3135 Easton Turnpike, Fairfield, Connecticut 06431. For information with respect to the identity and background of each executive officer and director of each Reporting Person, see Schedule A attached hereto.

(d), (e) During the last five years, none of the Reporting Persons or, to the best of their knowledge, any person identified on Schedule A has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

In connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated October 30, 2006, among Trustreet, CNL APF Partners, LP (the “Partnership”) and GE Capital, certain holders of common stock of Trustreet identified on Schedule B attached hereto (each a “Stockholder” and collectively the “Stockholders”) each entered into a voting agreement (each, a “Voting Agreement”) with GE Capital, dated October 30, 2006, which is more fully described in Item 4, whereby each Stockholder agreed to vote all of the shares of common stock of Trustreet currently beneficially owned by such Stockholder or acquired by such Stockholder after such date (such currently held or after acquired shares, the “Shares”) in favor of the Merger (as defined below) and related matters.

GE Capital did not pay additional consideration to the Stockholders in exchange for their execution and delivery of the Voting Agreements. Copies of the Voting Agreements are filed as Exhibits 2, 3, 4, 5 and 6 attached hereto and the Merger Agreement was filed as Exhibit 2.1 to Trustreet’s Current Report on Form 8-K filed on November 3, 2006, and each is incorporated by reference herein.

Item 4. Purpose of Transaction

(a), (b) Pursuant to the Merger Agreement, a Delaware limited liability company that will be a wholly owned subsidiary of GE Capital will be merged with and into the Partnership with the Partnership as the surviving limited partnership (the “Partnership Merger”). Immediately after the Partnership Merger, at the election of GE Capital, either (i) a Maryland corporation that will be a wholly owned subsidiary of GE Capital (“Merger Sub”) will be merged with and into Trustreet, with Trustreet as the surviving corporation, or (ii) Trustreet will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (in either case, the “Merger”).

Pursuant to the terms of the Voting Agreements, each Stockholder has agreed to vote (or cause to be voted) its Shares (a) in favor of the approval of the Merger Agreement and the Merger and each of the transactions contemplated by the Merger Agreement, (b) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Trustreet, (c) any amendment of Trustreet’s charter, bylaws or other proposal or transaction involving Trustreet or any of its subsidiaries that

would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Stockholders with respect to the Shares, and (d) against any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of Trustreet contained in the Merger Agreement. Each Stockholder has also agreed not to Transfer (as defined in the Voting Agreements) such Stockholder’s Shares, grant any proxy with respect to the Shares or deposit the Shares into a voting trust, except pursuant to the Voting Agreement.

Subject to the following paragraph, each Stockholder also granted GE Capital an irrevocable proxy granting GE Capital the right to vote such Stockholder’s Shares in favor of and against such matters.

The proxy granted by the Stockholders shall automatically be revoked upon termination of the Voting Agreements, which shall occur upon (i) the earlier of (A) the Company Merger Effective Time (as defined in the Merger Agreement) and (B) the termination of the Merger Agreement in accordance with the terms thereof or (ii) at any time upon notice from GE Capital to Trustreet.

(d) Upon consummation of the Merger, the directors and officers of Trustreet will be replaced by the directors and officers of Merger Sub and will hold office until their successors are duly elected or appointed or qualified.

(e) Pursuant to the Merger Agreement, Trustreet will be permitted to pay a quarterly dividend on its common stock with respect to the fourth quarter of 2006, but thereafter will be able to pay additional dividends on its common stock as necessary for Trustreet to maintain its status as a real estate investment trust for federal income tax purposes.

(f) Not applicable.

(g) Pursuant to the terms of the Merger Agreement, Trustreet will not, nor will it permit any of its subsidiaries to, solicit alternative transactions or, subject to certain exceptions, participate in discussions relating to an alternative transaction or furnish non-public information relating to an alternative transaction.

(h), (i) Upon consummation of the Merger, Trustreet’s common stock and Series A Cumulative Convertible Preferred Stock will each cease to be listed on the New York Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Either upon consummation of the Merger (if Merger Sub is the surviving corporation) or following the Merger (if Trustreet is the surviving corporation), Trustreet’s Series C Redeemable Convertible Preferred Stock will become eligible for termination of registration pursuant to Section 12(g) of the Exchange Act.

(j) Not applicable.

The foregoing summary of the Merger Agreement and the Voting Agreements is not intended to be complete and is qualified in its entirety by reference to the Voting Agreements filed as Exhibits 2, 3, 4, 5 and 6 hereto and to the Merger Agreement filed on Form 8-K by Trustreet on November 3, 2006, which is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

(a), (b) Prior to October 30, 2006, none of the Reporting Persons was a beneficial owner, for purposes of Rule 13d-3 under the Exchange Act, of any shares of Trustreet common stock.

As a result of entering into the Voting Agreements, the Reporting Persons may be deemed to have the power to vote, and to be the beneficial owner of, 5,143,242 shares of Trustreet common stock, representing approximately 7.6% of Trustreet’s common stock deemed outstanding under applicable SEC rules. The foregoing beneficial ownership calculations are based upon the representations of Trustreet and the Stockholders, including those contained in the Merger Agreement and Voting Agreements.

To the best of the Reporting Persons’ knowledge, no shares of Trustreet common stock are beneficially owned by any of the persons identified in Schedule A.

Notwithstanding the foregoing, however, the Reporting Persons (i) are not entitled to any rights as a stockholder of Trustreet with respect to the Shares and (ii) have no power to vote, direct the voting of, dispose of, or direct the disposal of, any of the Shares other than the power provided pursuant to the Voting Agreements.

(c) Except as described herein, there have been no transactions in shares of Trustreet common stock by the Reporting Persons or, to the best knowledge of the Reporting Persons, by any of the persons listed on Schedule A hereto, during the past sixty (60) days.

(d), (e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the matters set forth herein in response to Items 3 and 4 above, the Reporting Persons are not, and to the best knowledge of the Reporting Persons, none of the persons listed in Schedule A are, a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Trustreet, including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guaranties of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits


Exhibit 1		Agreement and Plan of Merger, dated October 30, 2006, by and among General Electric Capital Corporation, Trustreet Properties, Inc. and CNL APF Partners, LP (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Trustreet Properties, Inc. on November 3, 2006).

Exhibit 2		Voting Agreement, dated October 30, 2006, by and between General Electric Capital Corporation and James N. Seneff, Jr.

Exhibit 3		Voting Agreement, dated October 30, 2006, by and between General Electric Capital Corporation and Steven D. Shackelford.

Exhibit 4		Voting Agreement, dated October 30, 2006, by and between General Electric Capital Corporation and Robert A. Bourne.

Exhibit 5		Voting Agreement, dated October 30, 2006, by and between General Electric Capital Corporation and Curtis B. McWilliams.

Exhibit 6		Voting Agreement, dated October 30, 2006, by and between General Electric Capital Corporation and CNL Financial Group, Inc., a Florida corporation.

Exhibit 7		Joint Filing Agreement, dated November 9, 2006 by and among General Electric Capital Corporation, General Electric Capital Services Inc. and General Electric Company.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 9, 2006


GENERAL ELECTRIC CAPITAL CORPORATION

By:		/s/ Diane L. Cooper
Name:		Diane L. Cooper
Title:		Vice President

GENERAL ELECTRIC CAPITAL SERVICES, INC.

By:		/s/ Mark S. Barber
Name:		Mark S. Barber
Title:		Vice President

GENERAL ELECTRIC COMPANY

By:		/s/ Michael R. McAlevey
Name:		Michael R. McAlevey
Title:		Associate Secretary

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

SCHEDULE A

DIRECTORS AND EXECUTIVES OFFICERS

OF THE REPORTING PERSONS

I. DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTRIC CAPITAL CORPORATION

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of General Electric Capital Corporation are set forth below.

GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS


Name	Present Principal Occupation	Present Business Address	Citizenship
C.E. Alexander	President - GE Capital Europe	GE Capital Europe Clarges House 6-12 Clarges St. London, England W1Y8DH	U.K.

J.S. Bornstein	Vice President and Chief Financial Officer – GE Commercial Finance	GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851	U.S.A.

K.A. Cassidy	Vice President and GE Treasurer – GE Commercial Finance	GE Commercial Finance 201 High Ridge Road Stamford, CT 06927	U.S.A.

J.A. Colica	Vice President, Global Risk Management – GE Corporate	General Electric Company 260 Long Ridge Road Stamford, CT 06927	U.S.A.

P. Daley	Senior Vice President - Corporate Business Development – General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

B.B. Denniston	Senior Vice President and General Counsel – General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

J.R. Immelt	Chairman and Chief Executive Officer, General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

M.A. Neal	President and Chief Executive Officer – GE Commercial Finance	GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851	U.S.A.

D.R. Nissen	President and Chief Executive Officer – GE Consumer Finance	GE Consumer Finance 1600 Summer Street Stamford, CT 06927	U.S.A.

R.R. Pressman	President and Chief Executive Officer – GE Asset Management	GE Asset Management 3003 Summer Street Stamford, CT 06902	U.S.A.


D. M. Reif	President and Chief Executive Officer, Equipment Services – GE Commercial Finance	GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927	U.S.A.

J.G. Rice	Vice Chairman, President and Chief Executive Officer – GE Infrastructure	GE Infrastructure 4200 Wildwood Parkway Atlanta, GA 303399	U.S.A.

J.M. Samuels	Vice President and Senior Tax Counsel – General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

K.S. Sherin	Chief Financial Officer – General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

L.G. Trotter	Vice Chairman, President and Chief Executive Officer – GE Industrial	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

R.C. Wright	Vice Chairman, President and Chief Executive Officer – National Broadcasting Company, Inc.	National Broadcasting Company 30 Rockefeller Plaza New York , NY 10112	U.S.A.

GENERAL ELECTRIC CAPITAL CORPORATION EXECUTIVE OFFICERS


Name	Title	Present Business Address	Citizenship
Jeffrey R. Immelt	Chief Executive Officer	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

K.S. Sherin	Chief Financial Officer	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

M.A. Neal	Chairman & President	GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851	U.S.A.

D.R. Nissen	President	GE Consumer Finance 1600 Summer Street Stamford, CT 06927	U.S.A.

D.M. Reif	Executive Vice President	GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927	U.S.A.

J.S. Bornstein	Senior Vice President, Finance	GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851	U.S.A.


K.A. Cassidy	Senior Vice President, Treasury	GE Commercial Finance 201 High Ridge Road Stamford, CT 06927	U.S.A.

J.A. Colica	Senior Vice President, Risk	General Electric Company 260 Long Ridge Road Stamford, CT 06927	U.S.A.

R. D’Avino	Senior Vice President, Taxes	General Electric Company 120 Long Ridge Road Stamford, CT 06928	U.S.A.

P.D. Ameen	Senior Vice President and Controller	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

C.T. Beazer	Vice President, General Counsel and Secretary	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

II. DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTRIC CAPITAL SERVICES, INC.

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of General Electric Capital Services, Inc. are set forth below.

GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS


Name	Present Principal Occupation	Present Business Address	Citizenship
C.E. Alexander	President - GE Capital Europe	GE Capital Europe Clarges House 6-12 Clarges St. London, England W1Y8DH	U.K.

J.S. Bornstein	Vice President and Chief Financial Officer – GE Commercial Finance	GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851	U.S.A.

K.A. Cassidy	Vice President and GE Treasurer – GE Commercial Finance	GE Commercial Finance 201 High Ridge Road Stamford, CT 06927	U.S.A.

J.A. Colica	Vice President, Global Risk Management – GE Corporate	General Electric Company 260 Long Ridge Road Stamford, CT 06927	U.S.A.

P. Daley	Senior Vice President - Corporate Business Development – General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

B.B. Denniston	Senior Vice President and General Counsel – General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.


J.R. Immelt	Chairman of the Board and Chief Executive Officer, General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

M.A. Neal	President and Chief Executive Officer – GE Commercial Finance	GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851	U.S.A.

D.R. Nissen	President and Chief Executive Officer – GE Consumer Finance	GE Consumer Finance 1600 Summer Street Stamford, CT 06927	U.S.A.

R.R. Pressman	President and Chief Executive Officer – GE Asset Management	GE Asset Management 3003 Summer Street Stamford, CT 06902	U.S.A.

D. M. Reif	President and Chief Executive Officer, Equipment Services – GE Commercial Finance	GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927	U.S.A.

J.G. Rice	Vice Chairman, President and Chief Executive Officer – GE Infrastructure	GE Infrastructure 4200 Wildwood Parkway Atlanta, GA 303399	U.S.A.

J.M. Samuels	Vice President and Senior Tax Counsel, Corporate Taxes – General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

K.S. Sherin	Chief Financial Officer – General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

L.G. Trotter	Vice Chairman, President and Chief Executive Officer – GE Industrial	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

R.C. Wright	Vice Chairman, President and Chief Executive Officer – National Broadcasting Company, Inc.	National Broadcasting Company 30 Rockefeller Plaza New York , NY 10112	U.S.A.

GENERAL ELECTRIC CAPITAL SERVICES, INC. EXECUTIVE OFFICERS


Name	Title	Present Business Address	Citizenship
Jeffrey R. Immelt	Chief Executive Officer	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

K.S. Sherin	Chief Financial Officer	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.


D.R. Nissen	President	GE Consumer Finance 1600 Summer Street Stamford, CT 06927	U.S.A.

D.M. Reif	Executive Vice President	GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927	U.S.A.

J.S. Bornstein	Senior Vice President, Finance	GE Commercial Finance 901 Merritt 7 Norwalk, CT 06851	U.S.A.

Marc A. Meiches	Senior Vice President, Finance	GE Commercial Finance 9201 State Line Kansas City, MO 64114	U.S.A.

Glen A. Messina	Senior Vice President, Finance	GE Commercial Finance 120 Long Ridge Road Stamford, CT 06927	U.S.A.

Maive F. Scully	Senior Vice President, Finance	GE Consumer Finance 1600 Summer Street Stamford, CT 06927	U.S.A.

K.A. Cassidy	Senior Vice President, Treasury	GE Commercial Finance 201 High Ridge Road Stamford, CT 06927	U.S.A.

J.A. Colica	Senior Vice President, Risk	General Electric Company 260 Long Ridge Road Stamford, CT 06927	U.S.A.

R. D’Avino	Senior Vice President, Taxes	General Electric Company 120 Long Ridge Road Stamford, CT 06928	U.S.A.

P.D. Ameen	Senior Vice President and Controller	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

Steven F. Kluger	Senior Vice President	GE Corporate Finance 1600 Summer Street Stamford, CT 06927	U.S.A.

C.T. Beazer	Vice President, General Counsel and Secretary	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

III. DIRECTORS AND EXECUTIVE OFFICERS OF GENERAL ELECTRIC COMPANY

The name, citizenship, business address, and present principal occupation or employment of each of the directors and executive officers of General Electric Company are set forth below.

GENERAL ELECTRIC COMPANY DIRECTORS


Name	Present Principal Occupation	Present Business Address	Citizenship
J.I. Cash, Jr.	Former Professor of Business Administration-Graduate School of Business Administration, Harvard University	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

Sir William Castell	Chairman of the Wellcome Trust	Chairman The Wellcome Trust 215 Euston Road London NW1 2BE UK	U.K.

A.M. Fudge	Chairman of the Board and Chief Executive Officer, Young & Rubicam Brands	Young & Rubicam Brands 285 Madison Avenue New York, NY 10017	U.S.A.

C.X. Gonzalez	Chairman of the Board and Chief Executive Officer, Kimberly-Clark de Mexico, S.A. de C.V.	Kimberly-Clark de Mexico S.A. de C.V. Jose Luis Lagrange 103 Tercero Piso Colonia Los Morales Mexico, D.F. 11510, Mexico	Mexico

J.R. Immelt	Chairman of the Board and Chief Executive Officer, General Electric Company	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

A. Jung	Chairman of the Board and Chief Executive Officer, Avon Products, Inc.	Avon Products, Inc. 1345 Avenue of the Americas New York, NY 10105	Canada

A.G. Lafley	Chairman of the Board, President and Chief Executive Officer, The Procter & Gamble Company	The Procter & Gamble Company 1 Procter & Gamble Plaza Cincinnati, OH 45202-3315	U.S.A.

R.W. Lane	Chairman of the Board and Chief Executive Officer, Deere & Company	Deere & Company One John Deere Place Moline, IL 61265	U.S.A.


R.S. Larsen	Former Chairman of the Board and Chief Executive Officer, Johnson & Johnson	Johnson & Johnson 100 Albany Street Suite 200 New Brunswick, NJ 08901	U.S.A.

R.B. Lazarus	Chairman of the Board and Chief Executive Officer, Ogilvy & Mather Worldwide	Ogilvy & Mather Worldwide 309 West 49th Street New York, NY 10019-7316	U.S.A.

S. Nunn	Retired Partner, King & Spalding	Sam Nunn School of International Affairs Georgia Institute of Technology 781 Marietta Street, NW Atlanta, Georgia 30318	U.S.A.

R.S. Penske	Chairman of the Board and President, Penske Corporation	Penske Corporation 2555 Telegraph Road Bloomfield Hills, MI 48302-0954	U.S.A.

R.J. Swieringa	Anne and Elmer Lindseth Dean and Professor of Accounting, S.C. Johnson Graduate School, Cornell University	S.C. Johnson Graduate School Cornell University 207 Sage Hall Ithaca, NY 14853-6201	U.S.A.

D.A. Warner III	Former Chairman of the Board, J.P. Morgan Chase & Co., The Chase Manhattan Bank and Morgan Guaranty Trust Co. of New York	J.P. Morgan Chase & Co., The Chase Manhattan Bank and Morgan Guaranty Trust Co. of New York 270 Park Avenue New York, NY 10154	U.S.A.

R.C. Wright	Vice Chairman of the Board and Executive Officer, General Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc.	NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112	U.S.A.

EXECUTIVE OFFICERS OF GENERAL ELECTRIC COMPANY


Name	Title	Present Business Address	Citizenship
J.R. Immelt	Chairman of the Board and Chief Executive Officer	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

P.D. Ameen	Vice President and Comptroller	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

K.A. Cassidy	Vice President and GE Treasurer	General Electric Company 201 High Ridge Road Stamford, CT 06905-3417	Italy


W.J. Conaty	Senior Vice President - Human Resources	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

P. Daley	Senior Vice President - Corporate Business Development	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

B.B. Denniston III	Senior Vice President and General Counsel	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

J.M. Hogan	Senior Vice President - GE Healthcare	General Electric Company Pollards Wood Nightingales Lane Chalfont St. Giles HP8 4SP Great Britain	U.S.A.

M.A. Neal	Vice Chairman of General Electric Company; President and Chief Executive Officer, GE Capital Services	General Electric Company 260 Long Ridge Road Stamford, CT 06927	U.S.A.

D.R. Nissen	Senior Vice President - GE Consumer Finance	General Electric Company 201 High Ridge Road Stamford, CT 06905-3417	U.S.A.

J.G. Rice	Vice Chairman of General Electric Company; President and Chief Executive Officer, GE Infrastructure	General Electric Company 4200 Wildwood Parkway Atlanta, GA 30339	U.S.A.

K.S. Sherin	Senior Vice President - Finance and Chief Financial Officer	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

L.G. Trotter	Vice Chairman of General Electric Company; President and Chief Executive Officer, GE Industrial	General Electric Company 3135 Easton Turnpike Fairfield, CT 06828	U.S.A.

R.C. Wright	Vice Chairman of the Board and Executive Officer, General Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc.	NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112	U.S.A.

SCHEDULE B

VOTING AGREEMENT PARTIES

General Electric Capital Corporation entered into five voting agreements in connection with the Merger Agreement. The following persons were parties to voting agreements:

Voting Agreement 1: James N. Seneff, Jr.

Voting Agreement 2: Steven D. Shackelford

Voting Agreement 3: Robert A. Bourne

Voting Agreement 4: Curtis B. McWilliams

Voting Agreement 5: CNL Financial Group, Inc.

EX-99.2 2 dex992.htm VOTING AGREEMENT Voting Agreement

EXHIBIT 2

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), dated as of October 30, 2006, is made and entered into by and among General Electric Capital Corporation, a Delaware corporation (“Parent”), and James M. Seneff, Jr., an individual (“Shareholder”).

WHEREAS, Parent and Trustreet Properties, Inc., a Maryland corporation (the “Company”), wish to effect a business combination through a merger of either (i) a to-be-formed Maryland corporation that will be a wholly owned subsidiary (“Merger Sub”) of Parent with and into the Company or (ii) the Company with and into Merger Sub (in either case, the “Company Merger”) on the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger, dated as of October 30, 2006, by and among the Company, CNL APF Partners, LP, a Delaware limited partnership (“CNL Partnership”) and Parent (as the same may be amended or supplemented, the “Merger Agreement”) and in accordance with the Maryland General Corporation Law, as amended;

WHEREAS, Shareholder owns that number of shares of Company Common Stock set forth on Annex A hereto, and such shares of Company Common Stock, together with any other equity interests in the Company acquired by Shareholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the “Subject Shares”; and

WHEREAS, as an inducement to Parent to enter into the Merger Agreement and incur the obligations set forth therein, Parent requires that Shareholder enters into this Agreement, and Shareholder desires to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Definitions. Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement.

Section 2. Representations, Warranties and Covenants of Shareholder. Shareholder represents and warrants to Parent as follows:

(a) Organization. Shareholder, if not a natural person, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) Authority. Shareholder has all requisite power and authority to enter into this Agreement, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Shareholder. This Agreement has been duly authorized, executed and delivered by Shareholder and constitutes a legal, valid and binding obligation of Shareholder enforceable in accordance with its terms.

(c) No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms hereof will violate, conflict with or result in a breach, require any consent or approval, or constitute a default (with or without notice or lapse of time or both) under any provision of the organizational documents of Shareholder or any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Shareholder or to Shareholder’s property or assets.

(d) The Subject Shares. Shareholder is the sole record and beneficial owner of the Subject Shares. Shareholder has good and marketable title to the Subject Shares, free and clear of any mortgage, lien, pledge, charge, encumbrance, security interest or other adverse claim, other than those Subject Shares referred to on Annex A as the “Pledged Shares” which are subject to a bona fide pledge to a third party financial institution or lender that is unaffiliated with Shareholder (the “Pledged Shares”). Shareholder has the sole right to vote the Pledged Shares unless and until an event of default arises under the applicable loan documentation pursuant to which such Pledged Shares are pledged. As of the date hereof, no event of default exists under any loan documentation to which Pledged Shares are subject. Shareholder does not own, of record or beneficially, any shares or beneficial interest of the Company other than the Subject Shares. Except as set forth in this Section 2(d) with respect to Pledged Shares, Shareholder has the sole right to vote, or to dispose of, such Subject Shares, and none of such Subject Shares is subject to any agreement, arrangement or restriction (other than with respect to restricted shares) with respect to the voting of such Subject Shares, except as contemplated by this Agreement. Except as set forth in this Section 2(d) with respect to Pledged Shares, there are no agreements or arrangements of any kind, contingent or otherwise, obligating Shareholder to sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate or otherwise dispose or encumber (each, a “Transfer”), or cause to be Transferred, any of the Subject Shares. Except as set forth in this Section 2(d) with respect to Pledged Shares, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares.

(e) Litigation. There is no action, proceeding or investigation pending, or to the knowledge of the Shareholder threatened, against Shareholder that questions the validity of this Agreement or any action taken or to be taken by Shareholder in connection with this Agreement.

(f) Covenants. From the date hereof until the termination of this Agreement in accordance with Section 5 hereof:

(i) Shareholder agrees not to take any action, other than any action permitted under Section 4(c) hereof, that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing, impeding, or in any material respect, interfering with or adversely affecting the performance by Shareholder of its obligations under this Agreement.

(ii) Shareholder hereby waives any rights of appraisal or rights of dissent from the Company Merger that Shareholder may have;

(iii) Shareholder hereby agrees, while this Agreement is in effect, to promptly notify Parent of the number of any new shares of Company Common Stock acquired by Shareholder, if any, after the date hereof. Any such shares shall be subject to the terms of this Agreement as though owned by Shareholder on the date hereof; and

(iv) Shareholder hereby authorizes Parent and the Company to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy Statement Shareholder’s identity and ownership of the Subject Shares and the nature of Shareholder’s obligation under this Agreement, provided that Shareholder is provided with a reasonable opportunity to review and comment on such disclosure.

Section 3. Representations and Warranties of Parent. Parent hereby represents and warrants to Shareholder as follows:

(a) Organization. Parent is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) Authority. Parent has all requisite power and authority to enter into this Agreement, perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly executed and delivered by Parent and constitutes a legal valid and binding obligation of Parent enforceable in accordance with its terms.

(c) No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby or compliance with the terms hereof will violate, conflict with or result in a breach, require any consent or approval, or constitute a default (with or without notice or lapse of time or both) under any provision of, the organizational documents of Parent or any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Parent or to Parent’s property or assets.

Section 4. Agreement to Vote in Favor and Against, Restrictions on Transfers, Irrevocable Proxy. Until the termination of this Agreement in accordance with Section 5, Shareholder agrees as follows:

(a) Agreement to Vote in Favor. At any meeting of stockholders of the Company called to vote upon the Company Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Company Merger and the Merger Agreement is sought, Shareholder shall vote (or cause to be voted) its Subject Shares in favor of the approval of the Company Merger and the Merger Agreement and each of the transactions contemplated by the Merger Agreement.

(b) Agreement to Vote Against. At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent or other

approval of all or some of the stockholders of the Company is sought, Shareholder shall be present (in person or by proxy) and shall vote (or cause to be voted) its Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Company Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Acquisition Proposal, (ii) any amendment of the Company’s Restated Articles of Incorporation or Bylaws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Company Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Company Common Stock, and (iii) any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement.

(c) Restrictions on Transfer. Except for (i) the bona fide pledge of Subject Shares to a third party financial institution or lender that is unaffiliated with Shareholder (provided that the total number of shares pledged by Shareholder at anytime shall not exceed the number of “Pledged Shares” on the date hereof) and pursuant to which Shareholder maintains the sole right to vote such Subject Shares, unless and until an event of default arises under the applicable loan documentation to which such Subject Shares are subject, and (ii) a Transfer solely for estate or tax planning purposes to a Person that agrees to enter into a voting agreement on terms and conditions that are substantially identical to those in this Agreement, Shareholder agrees not to directly or indirectly, (A) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person, other than pursuant to the Merger Agreement or (B) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement.

(d) Irrevocable Proxy. Shareholder hereby revokes any and all previous proxies granted with respect to the Subject Shares. Subject to the last two sentences of this subsection (d), Shareholder hereby irrevocably appoints Parent or its designee as Shareholder’s agent, attorney and proxy, to vote (or cause to be voted) the Subject Shares in a manner consistent with Sections 4(a) and 4(b) hereof. This proxy is irrevocable and coupled with an interest and is granted in consideration of the Company and Parent entering into the Merger Agreement. In the event that Shareholder fails for any reason to vote the Subject Shares in accordance with the requirements of Sections 4(a) and 4(b) hereof, then the proxyholder shall have the right to vote Shareholder’s Subject Shares in accordance with the provisions of the second sentence of this subsection (d). The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of Shareholder’s Subject Shares and a vote by Shareholder of its Subject Shares. Notwithstanding the foregoing, the proxy granted by Shareholder shall be automatically revoked upon termination of this Agreement in accordance with its terms.

Section 5. Termination. This Agreement shall terminate (i) upon the earlier of (A) the Company Merger Effective Time and (B) the termination of the Merger Agreement in accordance with the terms thereof, or (ii) at any time upon notice by Parent. No party hereto

shall be relieved from any liability for breach of this Agreement by reason of any such termination.

Section 6. No Shop.

(a) General. Shareholder, in Shareholder’s capacity as a stockholder of the Company, shall not (i) invite, initiate, solicit, encourage or facilitate (including by way of furnishing information or assistance), directly or indirectly, any inquiries, proposals, discussions or negotiations relating to, or the making or implementation of, any proposal or offer (including, without limitation, any proposal or offer to the Company’s stockholders) that constitutes or that may be reasonably expected to lead to, whether in one transaction or a series of related transactions, any direct or indirect Acquisition Proposal, (ii) engage in any discussions or negotiations with or provide any confidential or non-public information or data to, or afford access to properties, books or records to, any Person relating to an Acquisition Proposal, or that may reasonably be expected to lead to an Acquisition Proposal, (iii) enter into any letter of intent, arrangement, agreement in principle or agreement relating to an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal, or (v) propose publicly to agree to do any of the foregoing, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal.

(b) Representatives. Shareholder, in Shareholder’s capacity as a stockholder of the Company, shall not authorize or permit any of its Representatives or any Representatives of the Company, CNL Partnership or any other Subsidiary of the Company to engage in any of the activities described in Section 6(a).

(c) Ongoing Discussions. Shareholder in Shareholder’s capacity as a stockholder of the Company, except in order to comply with Section 6.1(a)(iv) of the Merger Agreement, will immediately cause to be terminated any existing activities, discussions or negotiations by Shareholder or any of its Representatives with any Persons conducted heretofore with respect to any of the foregoing (including, without limitation, any Acquisition Proposal) and will inform each Representative, and each of the Persons referred to in Section 6.1(b) of the Merger Agreement, of the obligations undertaken in this Section 6.1 of the Merger Agreement and cause each Representative to comply with such obligations; and

(d) Notification. Shareholder, in Shareholder’s capacity as a stockholder of the Company, will (i) notify Parent orally and in writing promptly (but in any event oral notification shall be made within 24 hours and written notification shall be made within 36 hours) after receipt by the Shareholder or any of its Representatives of (A) an Acquisition Proposal or any amendment or change in any previously received Acquisition Proposal, (B) any request for information or data relating to, or for access to the properties, books or records of the Company by any Person that has made, or may be considering making an Acquisition Proposal, or (C) any oral or written expression that any such activities, discussions or negotiations are sought to be initiated or continued with it, and, as applicable, include in such notice the identity of the Person making such Acquisition Proposal, indication or request, the material terms and conditions of such Acquisition Proposal, indication or request and, if in writing, shall promptly (but in any event within 24 hours) deliver to Parent copies of any proposals, indications of interest,

indication or request along with all other related documentation and correspondence; and (ii) keep Parent informed on a prompt basis of the status and material terms of (including all changes to the status or material terms of) any such Acquisition Proposal, indication or request (and Shareholder shall provide Parent any additional written materials that relate to such Acquisition Proposal, indication or request).

Section 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to the conflicts of law rules of such state.

Section 8. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of Maryland or any Maryland state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13 shall be deemed effective service of process on such party.

Section 9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10. Specific Performance. Shareholder acknowledges and agrees that (i) the covenants, obligations and agreements of Shareholder contained in this Agreement relate to special, unique and extraordinary matters, and (ii) a violation of any of the terms of such covenants, obligations or agreements will cause Parent irreparable injury for which adequate remedies are not available at law. Therefore, Shareholder agrees that Parent shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Shareholder from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies Parent may have.

Section 11. Amendment, Waivers, Etc. Neither this Agreement nor any term hereof may be amended or otherwise modified other than by an instrument in writing signed by Parent and Shareholder. No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the party against whom the enforcement of such waiver, discharge or termination is sought.

Section 12. Assignment; No Third Party Beneficiaries. This Agreement shall not be assignable or otherwise transferable by a party without the prior consent of the other parties, and

any attempt to so assign or otherwise transfer this Agreement without such consent shall be void and of no effect; provided that Parent may, in its sole discretion, assign or transfer all or any of its rights, interests and obligations under this Agreement to any affiliate of Parent. This Agreement shall be binding upon the respective heirs, successors, legal representatives and permitted assigns of the parties hereto. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 13. Notices. All notices, requests, claims, demands and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by prepaid overnight courier (providing proof of delivery), by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses or facsimile numbers,

if to Parent, to each of:

General Electric Capital Corporation

c/o Diane Cooper

President and Chief Executive Officer

GE Capital Franchise Finance Corporation

8377 East Hartford Drive, Suite 200

Scottsdale, Arizona 85255

General Electric Capital Corporation

c/o Patricia Voorhees

Managing Director

GE Capital Solutions

83 Wooster Heights Road

4th Floor Lee Farms

Danbury, Connecticut 06810

with a copy to:

Hogan & Hartson LLP

555 Thirteenth Street, NW

Washington, DC 20004

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

David P. Slotkin, Esq.

if to Shareholder, to:

James M. Seneff, Jr.

CNL Financial Group, Inc.

450 South Orange Avenue

Orlando, Florida 32801-3336

with a copy to:

CNL Holdings, Inc.

450 South Orange Avenue

Orlando, Florida 32801-3336

Attn: Tim Manor, General Counsel

or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

Section 14. Remedies. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 15. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 16. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 17. Shareholder Capacity. Shareholder has executed this Agreement solely in Shareholder’s capacity as a stockholder of the Company. Without limiting the foregoing, nothing in this Agreement shall limit or affect any actions taken by Shareholder, or any representative of Shareholder, in his or her capacity as an officer, director, member, employee or manager of the Company.

Section 18. Section Headings. The article and section headings of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


PARENT:

GENERAL ELECTRIC CAPITAL CORPORATION

By:		/s/ Diane L. Cooper
Name:		Diane L. Cooper
Title:		Vice President

SHAREHOLDER:

/s/ James M. Seneff Jr.

JAMES M. SENEFF, JR.

Annex A

Owned Shares

726,981.5 shares of Company Common Stock

Pledged Shares

663,995 shares of Company Common Stock

EX-99.3 3 dex993.htm VOTING AGREEMENT Voting Agreement

EXHIBIT 3

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), dated as of October 30, 2006, is made and entered into by and among General Electric Capital Corporation, a Delaware corporation (“Parent”), and Steven D. Shackelford, an individual (“Shareholder”).