FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         This FIRST  AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT  (this
"Amendment") dated as of December 31, 1999 by and among CNL APF Partners,  LP, a
limited  partnership  formed  under  the  laws of the  State  of  Delaware  (the
"Borrower"),  CNL AMERICAN PROPERTIES FUND, INC., a corporation  organized under
the laws of the  State  of  Maryland  (the  "Parent"),  each of the  undersigned
Guarantors (as defined in the Credit Agreement referred to below;  together with
the Parent, the "Existing  Guarantors"),  each of the Lenders (as defined in the
Credit  Agreement  referred  to  below),  and  FIRST  Union  National  Bank,  as
Administrative Agent.

         WHEREAS,  the Borrower,  the Parent,  the Lenders,  the  Administrative
Agent and certain  other  parties have  entered  into that  certain  Amended and
Restated  Credit  Agreement  dated as of June 9, 1999 (the "Credit  Agreement"),
which the parties hereto desire to amend on the terms and  conditions  contained
herein;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged by the parties hereto, the parties
hereto hereby agree as follows:

         Section 1. Specific Amendments to Credit Agreement.  The parties hereto
agree that the Credit Agreement is amended as follows:

         (a) The Credit  Agreement is amended by deleting  from Section 1.1. the
definition of the terms "Contingent Obligations", "Contribution Date", "Excluded
Subsidiary",  "Guarantor",  "Nonrecourse  SPE Financing",  "Permitted  Financial
Asset Sale",  "Permitted  On Balance  Sheet  Warehouse  Financing",  "Restricted
Payment",  "Secured Debt" and "Term  Securitization"  and  substituting in their
respective places the following:

                  "Contingent Obligation" means, with respect to any Person, any
         obligation  of such Person to guarantee  or intended to  guarantee  any
         Debt, leases, dividends or other obligations ("primary obligations") of
         any  other  Person  (the  "primary  obligor")  in any  manner,  whether
         directly or indirectly,  including,  without limitation, (a) the direct
         or indirect guaranty, endorsement (other than for collection or deposit
         in the  ordinary  course  of  business),  co-making,  discounting  with
         recourse or sale with  recourse by such Person of the  obligation  of a
         primary  obligor,  (b) the  obligation to make  take-or-pay  or similar
         payments, if required,  regardless of nonperformance by any other party
         or  parties  to an  agreement  or (c) any  obligation  of such  Person,
         whether or not contingent,  (i) to purchase any such primary obligation
         or any property constituting direct or indirect security therefor, (ii)
         to advance or supply  funds (A) for the purchase or payment of any such
         primary obligation or (B) to maintain working capital,  equity capital,
         net worth or other  balance  sheet  condition  or any income  statement
         condition of the primary  obligor or otherwise to maintain the solvency
         of the primary obligor,  (iii) to purchase,  lease or otherwise acquire
         property,  assets,  securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary  obligor to make  payment of such  primary  obligation  or (iv)
         otherwise  to  assure  or hold  harmless  the  holder  of such  primary
         obligation  against  loss  in  respect  thereof.   The  amount  of  any
         Contingent  Obligation  shall be deemed  to be an  amount  equal to the
         stated or determinable  amount of the primary  obligation in respect of
         which such  Contingent  Obligation  is made (or,  if less,  the maximum
         amount of such primary  obligation  for which such Person may be liable
         pursuant to the terms of the  agreement,  instrument or other  document
         evidencing   such   Contingent   Obligation)   or,  if  not  stated  or
         determinable,  the maximum reasonably  anticipated liability in respect
         thereof  (assuming such Person is required to perform  thereunder),  as
         determined by such Person in good faith.  Contingent  Obligations shall
         not include the following obligations or liabilities of the Parent, the
         Borrower or any other Subsidiary (including any Special Purpose Entity)
         to the extent incurred in connection with a Structured  Financing:  (a)
         reasonable and customary obligations of the Parent, the Borrower or any
         other  Subsidiary with respect to (i) the servicing of any assets which
         are the subject of such Structured  Financing,  (ii) administrative and
         ministerial  matters relating to any applicable  Special Purpose Entity
         and related Excluded  Subsidiaries,  (iii) maintenance of the corporate
         separateness  of any such Special  Purpose Entity and related  Excluded
         Subsidiaries  from that of the  Parent and its other  Subsidiaries  and
         (iv) the guaranty of payment of fees of any Person  acting as a trustee
         in  connection  with  such  Structured  Financing  and  indemnification
         obligations  owing  to any  such  Person,  and  (b)(i)  reasonable  and
         customary repurchase  obligations and other liabilities  resulting from
         the breach of  representations,  warranties  and covenants that are not
         related to creditworthiness of the obligors on the financial assets the
         subject of such  Structured  Financing and (ii)  following the Parent's
         acquisition  of  CNL  Financial   Services,   Inc.  and  CNL  Financial
         Corporation   in   connection   with  the   Consolidation,   repurchase
         obligations  resulting from the conversion of adjustable  rate loans to
         fixed  rate  loans,   and  associated   obligations   relating  to  the
         acquisition  of  Hedge  Agreements  with  respect  to such  loans,  for
         purposes of this subclause  (b)(ii)  arising solely in connection  with
         the  transaction  contemplated  by  that  certain  Wholesale  Warehouse
         Mortgage  Indenture  dated as of August 1, 1998 among CNL Funding  98-1
         LP, as Issuer,  and Norwest Bank Minnesota,  National  Association,  as
         Trustee.  In addition,  the ownership of a Subordinated  Interest shall
         not be deemed to give rise to any Contingent  Obligation on the part of
         the owner thereof.  Further,  Contingent  Obligations shall not include
         liabilities of the Parent or any  Consolidated  Subsidiary which result
         solely from the Parent or such Consolidated  Subsidiary being a general
         partner of a Special  Purpose Entity that is a limited  partnership and
         is not a Consolidated Subsidiary.

                  "Contribution   Date"   means   first  to  occur  of  (a)  the
         consummation of the acquisition by the Parent of  substantially  all of
         the assets of CNL Income Fund,  LTD through CNL Income  Fund,  XVI, LTD
         (other  than any such Fund whose  limited  partners  do not approve its
         acquisition) in connection with the Consolidation or (b) June 30, 2000.

                  "Excluded  Subsidiary"  means  any  Subsidiary  of the  Parent
         (other than the Borrower) (a) which is a Special  Purpose Entity or (b)
         which satisfies all of the following requirements:  (i) such Subsidiary
         has no  assets  other  than (x)  Equity  Interests  in  other  Excluded
         Subsidiaries, (y) assets which such Subsidiary is to (and does in fact)
         dispose  of  promptly,  and in any  event  within  two  Business  Days,
         following  such  Subsidiary's  acquisition  of such assets and (z) cash
         distributed  to  such   Subsidiary  in  connection  with  a  Structured
         Financing  and cash  contributed  to such  Subsidiary  to  permit it to
         satisfy its obligations  under a Structured  Financing,  so long as the
         amount of such cash held by such  Subsidiary does not exceed $50,000 in
         the aggregate at any time; (ii) such Subsidiary  engages in no business
         activities  other than the  ownership of such Equity  Interests and its
         other assets, and activities incidental to Structured  Financings;  and
         (iii) such  Subsidiary has no Debt,  liabilities  or other  obligations
         other than those  directly  incurred in connection  with (1) Structured
         Financings and (2) if such  Subsidiary is a general  partner of another
         Excluded Subsidiary,  such Subsidiary's ownership interest as a general
         partner.

                  "Guarantor"  means any Person that is a party to the  Guaranty
         as a "Guarantor".

                  "Nonrecourse  SPE  Financing"  means a  transaction  that  the
         parties  hereto are not treating for any purpose of this Agreement as a
         Permitted On Balance Sheet Warehouse Financing and that consists of one
         or more  transfers by the Parent at any time prior to the  Contribution
         Date, or by the Borrower or any other Subsidiary,  to a Special Purpose
         Entity of promissory notes,  mortgage loans,  chattel paper,  leases or
         other similar financial assets  originated by the Parent,  the Borrower
         or any  other  Subsidiary,  together  with any  related  title or other
         insurance policies,  Hedge Agreements and other assets directly related
         to such financial  assets,  which transfers may not be accounted for on
         the  consolidated  balance  sheet of the Parent as a sale in conformity
         with  Financial  Accounting  Standards  Board  Statement  of  Financial
         Accounting Standard No. 125, and the incurrence by such Special Purpose
         Entity of Debt  secured by a Lien  encumbering  only the assets of such
         Special Purpose Entity;  provided that (a) all of the Debt, liabilities
         and other  obligations  of such  Special  Purpose  Entity  incurred  in
         connection  with such  transaction  are  nonrecourse for the payment or
         performance thereof to the Parent, the Borrower or any other Subsidiary
         (excluding such Special Purpose Entity or any other Excluded Subsidiary
         which directly owns Equity  Interests in such Special  Purpose  Entity)
         other than  reasonable  and customary  obligations  of the Parent,  the
         Borrower or any other  Subsidiary  with respect to (i) the servicing of
         any  assets   which  are  the   subject  of  such   transaction,   (ii)
         administrative and ministerial matters relating to such Special Purpose
         Entity and related  Excluded  Subsidiaries,  (iii)  maintenance  of the
         corporate  separateness  of such  Special  Purpose  Entity and  related
         Excluded   Subsidiaries   from  that  of  the   Parent  and  its  other
         Subsidiaries, (iv) the guaranty of payment of fees of any Person acting
         as a trustee in connection with such  transaction  and  indemnification
         obligations  owing to any such Person and (v)  reasonable and customary
         repurchase  obligations and other liabilities resulting from the breach
         of  representations,  warranties  and covenants that are not related to
         creditworthiness of the obligors on the financial assets the subject of
         such  transactions;  and (b) the stated  maturity  date of such Debt is
         after the Termination Date and is also at least one year after the date
         such Debt was incurred.

                  "Permitted   Financial   Asset  Sale"   means  a   transaction
         consisting of one or more limited recourse or nonrecourse  transfers by
         the  Parent  at any time  prior  to the  Contribution  Date,  or by the
         Borrower  or any  other  Subsidiary,  to a  Special  Purpose  Entity of
         promissory  notes,  mortgage  loans,  chattel  paper,  leases  or other
         similar financial assets originated by the Parent,  the Borrower or any
         other  Subsidiary,  together with any related title or other  insurance
         policies,  Hedge  Agreements and other assets directly  related to such
         financial assets,  which transfers may properly be, and are,  accounted
         for on the  consolidated  balance  sheet  of the  Parent  as a sale  in
         conformity  with  Financial  Accounting  Standards  Board  Statement of
         Financial  Accounting  Standard No. 125 in  connection  with either (x)
         limited  recourse or  nonrecourse  sales of such  financial  assets (or
         interests  therein)  by  such  Special  Purpose  Entity  to one or more
         Persons the accounts of which would not be required to be  consolidated
         with those of the Parent in its  consolidated  financial  statements in
         accordance  with GAAP  (provided  that  Subordinated  Interests in such
         financial assets and I/O Strips may be issued or sold to any Person) or
         (y) the incurrence by such Special  Purpose Entity of Debt secured by a
         Lien  encumbering  only the  assets  of such  Special  Purpose  Entity;
         provided that all of the Debt,  liabilities  and other  obligations  of
         such  Special   Purpose  Entity   incurred  in  connection   with  such
         transactions are nonrecourse for the payment or performance  thereof to
         the  Parent,  the  Borrower  or any other  Subsidiary  (excluding  such
         Special Purpose Entity or any other Excluded  Subsidiary which directly
         owns Equity  Interests in such Special  Purpose  Entity) other than the
         following:  (a) reasonable and customary obligations of the Parent, the
         Borrower or any other  Subsidiary  with respect to (i) the servicing of
         any  assets   which  are  the   subject  of  such   transaction,   (ii)
         administrative and ministerial matters relating to such Special Purpose
         Entity and related  Excluded  Subsidiaries,  (iii)  maintenance  of the
         corporate  separateness  of such  Special  Purpose  Entity and  related
         Excluded   Subsidiaries   from  that  of  the   Parent  and  its  other
         Subsidiaries,  and (iv) the  guaranty  of payment of fees of any Person
         acting  as  a  trustee  in  connection   with  such   transaction   and
         indemnification obligations owing to any such Person; (b)(i) reasonable
         and customary  repurchase  obligations and other liabilities  resulting
         from the breach of  representations,  warranties and covenants that are
         not related to creditworthiness of the obligors on the financial assets
         the  subject  of such  transactions  and (ii)  following  the  Parent's
         acquisition  of  CNL  Financial   Services,   Inc.  and  CNL  Financial
         Corporation   in   connection   with  the   Consolidation,   repurchase
         obligations  resulting from the conversion of adjustable  rate loans to
         fixed  rate  loans,   and  associated   obligations   relating  to  the
         acquisition  of  Hedge  Agreements  with  respect  to such  loans,  for
         purposes of this  subclause  (b)(ii) only arising  solely in connection
         with the transaction  contemplated by that certain Wholesale  Warehouse
         Mortgage  Indenture  dated as of August 1, 1998 among CNL Funding  98-1
         LP, as Issuer,  and Norwest Bank Minnesota,  National  Association,  as
         Trustee, and (c) limited recourse provisions giving rise to Debt solely
         to the extent  permitted  under Section  9.2.(b).  For purposes of this
         definition,  whether an  obligation  or  liability is  "reasonable  and
         customary"  shall be  determined  with  reference  to terms of  similar
         transactions prevailing as of the date hereof.

                  "Permitted  On  Balance  Sheet  Warehouse  Financing"  means a
         transaction  consisting  of one or more  transfers by the Parent at any
         time prior to the  Contribution  Date,  or by the Borrower or any other
         Subsidiary,  to a Special Purpose Entity of promissory notes,  mortgage
         loans,   chattel  paper,  leases  or  other  similar  financial  assets
         originated  by  the  Parent,  the  Borrower  or any  other  Subsidiary,
         together  with any related  title or other  insurance  policies,  Hedge
         Agreements and other assets directly related to such financial  assets,
         which  transfers may not be accounted for on the  consolidated  balance
         sheet of the Parent as a sale in conformity  with Financial  Accounting
         Standards Board Statement of Financial Accounting Standard No. 125, and
         the incurrence by such Special Purpose Entity of Debt secured by a Lien
         encumbering  only the assets of such Special Purpose  Entity;  provided
         that (a) except as otherwise permitted under the immediately  following
         clause (b), all of the Debt,  liabilities and other obligations of such
         Special Purpose Entity incurred in connection with such transaction are
         nonrecourse for the payment or performance  thereof to the Parent,  the
         Borrower or any other Subsidiary (excluding such Special Purpose Entity
         or any other Excluded  Subsidiary  which directly owns Equity Interests
         in such Special  Purpose  Entity) other than  reasonable  and customary
         obligations of the Parent,  the Borrower or any other  Subsidiary  with
         respect to (i) the  servicing  of any assets  which are the  subject of
         such transaction,  (ii) administrative and ministerial matters relating
         to such Special Purpose Entity and related Excluded Subsidiaries, (iii)
         maintenance  of the  corporate  separateness  of such  Special  Purpose
         Entity and related  Excluded  Subsidiaries  from that of the Parent and
         its other Subsidiaries, and (iv) the guaranty of payment of fees of any
         Person  acting as a trustee in  connection  with such  transaction  and
         indemnification  obligations  owing to any such Person;  (b) all of the
         provisions of such Debt regarding the liability of, or recourse to, the
         Parent,  the Borrower or any other  Subsidiary  (excluding such Special
         Purpose  Entity or any other  Excluded  Subsidiary  which directly owns
         Equity Interests in such Special Purpose Entity) other than liabilities
         and  obligations  referred to in  subclauses  (i)  through  (iv) of the
         immediately  preceding  clause  (a),  have  been  approved  of  by  the
         Administrative  Agent in writing in its sole  discretion and (c) all of
         the other terms and  conditions  of such Debt have been  approved of by
         the  Administrative  Agent in writing in its reasonable  judgment.  For
         purposes of this  definition,  whether an obligation is reasonable  and
         customary  shall be  determined  with  reference  to  terms of  similar
         transactions prevailing as of the date hereof. For the two Business Day
         period  commencing  on the  date  of the  Parent's  acquisition  of CNL
         Financial  Services,  Inc. and CNL Financial  Corporation in connection
         with the  Consolidation,  both of the following credit facilities shall
         be deemed to be Permitted On Balance Sheet  Warehouse  Facilities:  (x)
         the  credit   facility   evidenced  by  that  certain   Franchise  Loan
         Warehousing  Agreement  dated as of November  12, 1996 by and among CNL
         Financial  I, Inc.,  First Union  National  Bank of Florida and Norwest
         Bank  Minnesota,  National  Association  and  (y) the  credit  facility
         evidenced by that certain Franchise Loan Funding and Servicing Facility
         and Wholesale Warehouse Mortgage Agreement dated as of April 6, 1998 by
         and among CNL Financial IV, LP, Variable  Funding Capital  Corporation,
         First Union Capital  Markets  Corp.,  First Union National Bank and CNL
         Financial  Services,  Inc.  Thereafter such credit  facilities shall be
         Permitted On Balance Sheet  Warehouse  Facilities  only if they satisfy
         the above conditions.

                  "Restricted   Payment"  means:   (a)  any  dividend  or  other
         distribution,  direct or  indirect,  on  account  of any  shares of any
         Equity Interest of the Parent, the Borrower or any other Subsidiary now
         or hereafter  outstanding,  except a dividend or  distribution  payable
         solely in shares of that  class of Equity  Interest  to the  holders of
         that  class;  (b) any  redemption,  conversion,  exchange,  retirement,
         sinking  fund or similar  payment,  purchase or other  acquisition  for
         value, direct or indirect,  of any shares of any Equity Interest of the
         Parent,   the  Borrower  or  any  other  Subsidiary  now  or  hereafter
         outstanding; (c) any payment or prepayment of principal of, premium, if
         any,  or  interest  on,  redemption,  conversion,  exchange,  purchase,
         retirement,  defeasance,  sinking fund or similar  payment with respect
         to, any outstanding  Debt which is subordinate in right of repayment to
         any of the  Obligations;  and (d) any  payment  made to  retire,  or to
         obtain the surrender  of, any  outstanding  warrants,  options or other
         rights to acquire  shares of any Equity  Interest  of the  Parent,  the
         Borrower or any other Subsidiary now or hereafter outstanding.

                  "Secured  Debt" means,  with  respect to any Person,  any Debt
         that is (a)  secured in any manner by any Lien or (b)  entitled  to the
         benefit of a Negative  Pledge.  Debt in  respect of  Capitalized  Lease
         Obligations shall not be deemed to be Secured Debt.

                  "Term  Securitization"  means a Permitted Financial Asset Sale
         (a)  involving  only a  single  transfer  (or  series  of  related  and
         substantially contemporaneous transfers) to a Special Purpose Entity of
         financial  assets,  and any related title or other insurance  policies,
         Hedge  Agreements and other assets  directly  related to such financial
         assets, by the Parent,  the Borrower or any other Subsidiary other than
         any transfer of such assets (i) being  substituted for asset previously
         transferred   pursuant  to  reasonable  and  customary  repurchase  and
         substitution  obligations resulting from the breach of representations,
         warranties and covenants  that are not related to the  creditworthiness
         of the obligor on the financial  assets or (ii) being  substituted  for
         cash  collateral  or a  cash  deposit  (including  in  connection  with
         reasonable  and  customary  "pre-funding"  arrangements)  and (b) under
         which  the  Persons  acquiring  such  financial  assets  (or  interests
         therein) from the applicable  Special Purpose Entity or making advances
         to such Special  Purpose Entity secured  directly or indirectly by such
         financial  assets,  are  neither  required  nor  permitted  to  acquire
         additional  financial assets (or interests  therein) from, or otherwise
         make additional  advances to, such Special  Purpose  Entity,  except as
         otherwise permitted under the immediately preceding clause (a).

         (b) The Credit  Agreement  is amended  by adding to  Section  1.1.  the
following new definition in the appropriate alphabetical location:

                  "Income  Fund  Note"  means a  promissory  note  issued by the
         Borrower  to a Person  who was a limited  partner  of any of CNL Income
         Fund, LTD through CNL Income Fund, XVI, LTD (each a "Fund") at the time
         of the  Borrower's  acquisition of  substantially  all of the assets of
         such Fund in connection with the  Consolidation,  which promissory note
         was issued to such Person  because  such Person  elected not to receive
         common  shares of the  Parent in  exchange  for such  Person's  limited
         partnership  interest in the applicable  Fund. Any such promissory note
         shall  only  be  considered  to be an  Income  Fund  Note  if  (a)  the
         applicable interest rate (excluding any interest rate applicable upon a
         default)  is not in excess of seven  percent  per  annum,  (b)  accrued
         interest is scheduled to be paid no more frequently  than  semiannually
         and no principal is scheduled to be paid until the stated maturity date
         of such  promissory  note;  and (c) the  stated  maturity  date of such
         promissory note is at least five years following its date of issuance.

         (c) The Credit  Agreement  is amended by deleting  Section  7.3. in its
entirety and substituting in its place the following:

         Section 7.3.  Maintenance of Property.

                  In  addition  to the  requirements  of any of the  other  Loan
         Documents,  the Borrower and the Parent shall (a) protect and preserve,
         and cause each other  Subsidiary,  or with respect to any material Real
         Property Asset leased by the Borrower,  any Subsidiary or the Parent to
         a lessee,  use its best  efforts to cause such  lessee,  to protect and
         preserve,  all of its material  properties  (or any such Real  Property
         Asset in the case of any such lessee),  and  maintain,  or use its best
         efforts to cause such lessee to maintain, in good repair, working order
         and condition  all tangible  properties  necessary to their  respective
         operations  (or any such  Real  Property  Asset in the case of any such
         lessee),  ordinary  wear and tear  excepted,  and (b) from time to time
         make,  or use its best  efforts  to cause to be made,  all  needed  and
         appropriate  repairs,  renewals,  replacements  and  additions  to such
         properties  (or any such  Real  Property  Asset in the case of any such
         lessee), so that the business carried on in connection therewith may be
         properly and advantageously conducted at all times.

         (d) The Credit Agreement is amended by deleting  Sections 7.5. and 7.6.
in their entirety and substituting in their respective places the following:

         Section 7.5.  Insurance.

                  In  addition  to the  requirements  of any of the  other  Loan
         Documents,  the Parent and the Borrower shall maintain,  and cause each
         other Subsidiary,  or with respect to any Real Property Asset leased by
         the Borrower,  any  Subsidiary or the Parent to a lessee,  use its best
         efforts to cause such lessee,  to maintain,  insurance with financially
         sound and reputable  insurance companies against such risks and in such
         amounts as is  customarily  maintained  by  Persons  engaged in similar
         businesses  or as may be required by  Applicable  Law, and the Borrower
         will from time to time  deliver  to the  Administrative  Agent upon its
         request,  or to any Lender  upon  request  through  the  Administrative
         Agent,  a detailed  list,  together  with copies of all policies of the
         insurance then in effect, stating the names of the insurance companies,
         the amounts  and rates of the  insurance,  the dates of the  expiration
         thereof and the properties and risks covered thereby. Not in limitation
         of the foregoing,  the Parent and the Borrower  shall,  and shall cause
         its other  Subsidiaries  to, or with respect to any Real Property Asset
         leased by the Borrower,  any Subsidiary or the Parent to a lessee,  use
         its best  efforts to cause  such  lessee to,  maintain  builder's  risk
         insurance during any period of construction and, upon completion,  "all
         risk" insurance in an amount equal to (A) 100% of the replacement  cost
         of the  improvements,  if any, on at least 85% (determined by number of
         parcels) of its Real  Property  Assets and (B) 90% of such  replacement
         cost on no more than 15%  (determined by number of parcels) of its Real
         Property  Assets,  in all  cases  with  insurers  having  an A.M.  Best
         policyholder's  rating of not less than A- and financial  size category
         of not less than X, which  insurance shall in any event not provide for
         materially  less coverage than the insurance in effect on the Agreement
         Date.  The Borrower will deliver to the Lenders (i) upon request of any
         Lender  through  the  Administrative  Agent  from  time  to  time  full
         information as to the insurance carried, (ii) within 10 days of receipt
         of notice  from any  insurer a copy of any  notice of  cancellation  or
         material  change in coverage from that  existing on the Agreement  Date
         and  (iii)  promptly  upon  receipt,  notice  of  any  cancellation  or
         nonrenewal  of  coverage  by the  Parent,  the  Borrower  or any  other
         Subsidiary.

         Section 7.6.  Payment of Taxes and Claims.

                  The Parent and the Borrower shall pay or discharge,  and cause
         each  other  Subsidiary,  or with  respect to any Real  Property  Asset
         leased by the Borrower,  any Subsidiary or the Parent to a lessee,  use
         its best efforts to cause such lessee,  to pay or  discharge,  when due
         (a) all taxes,  assessments and governmental  charges or levies imposed
         upon it or upon its respective income or profits or upon any properties
         belonging to it (or in the case of any such lessee, such lessee or such
         Real  Property  Asset),  and  (b) all  lawful  claims  of  materialmen,
         mechanics,  carriers,  warehousemen and landlords for labor, materials,
         supplies  and  rentals  which,  if unpaid,  might  become a Lien on any
         properties  of such  Person  (or in the case of any such  lessee,  such
         lessee or such  Real  Property  Asset);  provided,  however,  that this
         Section  shall not require the  payment or  discharge  of any such tax,
         assessment,  charge,  levy or claim  which is being  contested  in good
         faith by appropriate  proceedings and for which adequate  reserves have
         been established on the books of the Parent, the Borrower or such other
         Subsidiary, as applicable, in accordance with GAAP.

         (e) The Credit  Agreement is amended by deleting  Section  7.13. in its
entirety and substituting in its place the following:

         Section 7.13.  Exchange Listing.

                  At all times on and after  June 30,  2000,  the  Parent  shall
         maintain  at least  one class of common  shares  of the  Parent  having
         trading privileges on the New York Stock Exchange or the American Stock
         Exchange or which is subject to price  quotations  on The NASDAQ  Stock
         Market's National Market System.

         (f) The Credit  Agreement is amended by deleting  Section  7.15. in its
entirety and substituting in its place the following:

         Section 7.15.  New Subsidiaries.

                  Upon the  acquisition,  incorporation or other creation of any
         Wholly Owned Subsidiary  (other than an Excluded  Subsidiary) after the
         Effective  Date, the Parent shall cause such  Subsidiary to execute and
         deliver to the  Administrative  Agent  within 10 Business  Days of such
         acquisition,  incorporation or creation,  an Accession Agreement to the
         Guaranty executed and delivered by such Subsidiary,  together with each
         of the items that would have been required to be delivered with respect
         to such Subsidiary under  subsections (iv), (v), and (x) through (xiii)
         of Section 5.1. if such  Subsidiary  were a Guarantor on the  Effective
         Date. In addition, any Subsidiary that is not a Wholly Owned Subsidiary
         may  execute  and  deliver  to the  Administrative  Agent an  Accession
         Agreement to the Guaranty,  and if a Subsidiary  does so, it shall also
         deliver to the  Administrative  Agent each of the items that would have
         been  required to be delivered  with respect to such  Subsidiary  under
         subsections  (iv),  (v), and (x) through (xiii) of Section 5.1. if such
         Subsidiary were a Guarantor on the Effective Date.

         (g) The Credit  Agreement is amended by deleting Section 9.1.(d) in its
entirety and substituting in its place the following:

                  (d)  Maximum  Unencumbered  Asset  Ratio.  The  ratio  of  (i)
         Unsecured Debt to (ii) the Unencumbered Asset Value, to be greater than
         (x) 0.50 to 1.00 prior to the Contribution Date and (y) 0.40 to 1.00 on
         and after the Contribution Date.

         (h) The Credit  Agreement is amended by deleting  Sections  9.2.(h) and
(i) in their entirety and substituting in their respective places the following:

                  (h) Secured Debt that is  Nonrecourse  Debt, and Debt incurred
         in connection with Nonrecourse SPE Financings; provided, however, until
         the acquisition by the Parent of substantially all of the assets of CNL
         Income Fund, LTD through CNL Income Fund, XVI, LTD (other than any such
         Fund whose limited  partners do not approve its  acquisition)  has been
         approved  of by the  shareholders  of  the  Parent  and by the  limited
         partners of the Funds being acquired, the Parent and the Borrower shall
         not, and shall not permit any other Subsidiary to, (i) create, incur or
         assume  any  additional   Secured  Debt  except  pursuant  to  existing
         commitments  to  extend  to the  Parent,  the  Borrower  or  any  other
         Subsidiary Secured Debt; (ii) permit any existing  commitment to extend
         to the Parent,  the  Borrower or any other  Subsidiary  any  additional
         Secured  Debt  to  be  increased;   or  (iii)  permit  any   additional
         commitments  to extend  any such  Secured  Debt to be  incurred  by any
         Person.

                  (i) Unsecured Debt incurred after the Agreement Date which (x)
         was incurred in connection with an offering of Debt securities (A) made
         pursuant  to  an  effective   registration  statement  filed  with  the
         Securities and Exchange  Commission or (B) exempt from the registration
         requirements  of the  Securities  Act  pursuant to Rule 144A thereof so
         long as such Debt  securities  are  required to be  exchanged  for Debt
         securities  referred to in the preceding clause (A); (y) in the case of
         Debt evidenced by the Income Fund Notes, does not exceed $81,074,006 in
         aggregate  outstanding principal amount at any time; or (z) in the case
         of any other Unsecured  Debt, does not exceed  $20,000,000 in aggregate
         outstanding principal amount at any time; and

         (i) The Credit  Agreement is amended by deleting Section 9.4.(b) in its
entirety and substituting in its place the following:

                  (b)  Investments  in general and limited  partnerships,  joint
         ventures  and  other  Persons  which  are not  corporations  (excluding
         Investments  subject to the  limitations of the  immediately  following
         clause (e)) and which  Investments are accounted for on an equity basis
         in accordance  with GAAP,  such that the  aggregate  book value of such
         Investments,  together with the aggregate book value of all Investments
         of the Parent,  the Borrower  and other  Consolidated  Subsidiaries  in
         Subsidiaries (excluding Excluded Subsidiaries) that are not Guarantors,
         exceeds 10.0% of Total Assets;

         (j) The Credit  Agreement is amended by deleting Section 9.4.(f) in its
entirety and substituting in its place the following:

                  (f) (i) Leases of  equipment  and  Investments  in  promissory
         notes secured by a Lien in equipment, such that the aggregate amount of
         such  leases  and  Investments  (determined  in  accordance  with GAAP)
         exceeds 5.0% of Total Assets and (ii)  commitments  to lease  equipment
         and  make  Investments  of  the  types  described  in  the  immediately
         preceding clause (i).

         (k) The Credit  Agreement is amended by deleting Section 9.5.(g) in its
entirety and substituting in its place the following:

                  (g)  Investments  in  Subordinate   Interests  (excluding  any
         Subordinate Interest issued in connection with a Term  Securitization),
         so long as the value  (determined on the basis of lower of cost or Fair
         Value) of such  Investments,  together with the  aggregate  outstanding
         amount  of Debt  permitted  under  Section  9.2.(b),  does  not  exceed
         $100,000,000 in the aggregate at any time;

         (l) The Credit  Agreement is amended by deleting Section 9.7.(d) in its
entirety and substituting in its place the following:

                  (d) the Parent may declare or make cash  distributions  to its
         shareholders  during  any  fiscal  year in an  aggregate  amount not to
         exceed (i)  $60,500,000  for the fiscal year ending  December 31, 1999;
         (ii) 95% of Funds From  Operations for the fiscal year ending  December
         31,  2000 and (iii) 90% of Funds From  Operations  for any fiscal  year
         thereafter;

         (m) The Credit Agreement is amended by deleting  Section  9.9.(a)(B) in
its entirety and substituting in its place the following:

                  (B) the Parent and each  Subsidiary  (other than the Borrower)
         may sell, transfer,  dispose of or contribute its assets to the Parent,
         the Borrower or any Wholly Owned Subsidiary;

         (n) The Credit Agreement is amended by deleting  Section  9.9.(a)(G) in
its entirety and substituting in its place the following:

                  (G) the Parent,  the Borrower and the other  Subsidiaries  may
         sell,  transfer,  dispose of or contribute  assets to a Special Purpose
         Entity,  directly or indirectly through the Parent or other Subsidiary,
         in connection with a Structured Financing, and Special Purpose Entities
         may sell and assign assets (or interests therein) pursuant to Permitted
         Financial Asset Sales; and

         (o) The Credit  Agreement is amended by deleting  Section  9.10. in its
entirety and substituting in its place the following:

         Section 9.10.  Dispositions of Assets.

                  The Parent and the Borrower shall not sell, lease, transfer or
         otherwise  dispose  of, and shall not permit  any other  Subsidiary  to
         sell,  lease,  transfer  or  otherwise  dispose of,  assets  (including
         without limitation capital stock or similar ownership interests) during
         any fiscal year which have an aggregate  book value in excess of 15% of
         Total Assets as of the end of the  immediately  preceding  fiscal year;
         provided, however, that the limitations of this Section shall not apply
         to (i) the sale, lease, transfer, disposition or contribution of assets
         (x)  among  the  Parent,   the  Borrower  and  any  other  Wholly-Owned
         Subsidiary  that is a  Guarantor  or (y)  from  any  Subsidiary  to the
         Parent,  the  Borrower  or  any  Wholly-Owned   Subsidiary  that  is  a
         Guarantor,  (ii) any lease or sublease,  as lessor or sublessor (as the
         case may be) by the  Parent,  the  Borrower  or any  Subsidiary  of its
         assets  in the  ordinary  course of their  business  or (iii) any sale,
         assignment,  disposition or contribution of assets in connection with a
         Structured  Financing to the extent  permitted  under clause  (a)(G) of
         Section 9.9.

         (p) The Credit  Agreement is amended by deleting  Section  9.12. in its
entirety and substituting in its place the following:

         Section 9.12.  Modifications to Material Contracts.

                  The Parent and the  Borrower  shall not enter into,  or permit
         any other  Subsidiary to enter into,  without the prior written consent
         of the Requisite Lenders, any amendment or modification to any Material
         Contract  or  default  in the  performance  of  any  of its  respective
         obligations  under any  Material  Contract or cancel or  terminate  any
         Material Contract prior to its stated maturity; provided, however, this
         Section shall not apply at any time following the  consummation  of the
         acquisition  by the  Parent of  substantially  all of the assets of CNL
         Income Fund, LTD through CNL Income Fund, XVI, LTD (other than any such
         Fund  whose  limited  partners  do  not  approve  its  acquisition)  in
         connection with the Consolidation.

         (q) The Credit  Agreement is amended by deleting the references to "CNL
Income Fund,  XVIII,  LTD" contained in the definitions of  "Consolidation"  and
"Joint  Venture" and replacing such  references  with  references to "CNL Income
Fund, XVI, LTD".

         (r) The Credit  Agreement  is amended by deleting (i) from Section 1.1.
the definition of the term "Joint Ventures" and (ii) Schedule 1.1. thereto.

         Section 2. Conditions Precedent. The effectiveness of this Amendment is
subject to receipt by the Administrative Agent of each of the following, each in
form and substance satisfactory to the Administrative Agent:

         (a) A counterpart of this Amendment duly executed by the Borrower,  the
Existing Guarantors and each of the Lenders;

         (b) Evidenced of payment of the fees payable under Section 7 below; and

         (c)  Such  other   documents,   instruments   and   agreements  as  the
Administrative Agent may reasonably request.

         Section 3. Representations. The Borrower represents and warrants to the
Administrative Agent and the Lenders that:

         (a)  Authorization.  The Borrower and the Existing  Guarantors each has
the right and power,  and has taken all  necessary  action to  authorize  it, to
execute and deliver this Amendment and to perform its obligations hereunder and,
in the case of the  Borrower,  under the  Credit  Agreement,  as amended by this
Amendment,  in accordance with their respective  terms.  This Amendment has been
duly  executed and delivered by a duly  authorized  officers of the Borrower and
the Existing Guarantors and each of this Amendment and the Credit Agreement,  as
amended by this  Amendment,  is a legal,  valid and  binding  obligation  of the
Borrower  enforceable  against the Borrower in  accordance  with its  respective
terms,  except as the same may be limited by bankruptcy,  insolvency,  and other
similar laws affecting the rights of creditors generally and the availability of
equitable remedies for the enforcement of certain  obligations  contained herein
or therein may be limited by equitable principles generally.

         (b)  Compliance  with Laws,  etc.  The  execution  and  delivery by the
Borrower of this Amendment and the performance by the Borrower of this Amendment
and the Credit Agreement, as amended by this Amendment, in accordance with their
respective  terms,  do not and will not, by the  passage of time,  the giving of
notice or  otherwise:  (i)  require  any  Governmental  Approval  or violate any
Applicable Law (including all Environmental Laws) relating to the Borrower,  the
Parent or any other  Subsidiary;  (ii) conflict  with,  result in a breach of or
constitute a default under the  organizational  documents of the  Borrower,  the
Parent or any other Subsidiary, or any indenture,  agreement or other instrument
to which the Borrower, the Parent or any other Subsidiary is a party or by which
it or any of its  respective  properties  may be  bound;  or (iii)  result in or
require  the  creation  or  imposition  of any Lien upon or with  respect to any
property  now owned or  hereafter  acquired by the  Borrower,  the Parent or any
other Subsidiary other than in favor of the Administrative Agent for the benefit
of the Lenders.

         (c) No  Default.  No Default or Event of Default  has  occurred  and is
continuing as of the date hereof nor will exist  immediately after giving effect
to this Amendment.

         Section  4.  Reaffirmation  of  Representations.  The  Borrower  hereby
repeats and reaffirms all representations and warranties made by the Borrower to
the  Administrative  Agent and the Lenders in the Credit Agreement and the other
Loan  Documents  to which it is a party on and as of the date hereof (or, if any
representation  and warranty  expressly relates to an earlier date, on and as of
such earlier date) with the same force and effect as if such representations and
warranties were set forth in this Amendment in full.

         Section 5. Reaffirmation of Guaranty.  Each of the Existing  Guarantors
hereby reaffirms its continuing  obligations to the Administrative Agent and the
Lenders under the Guaranty and agrees that the transactions contemplated by this
Amendment  shall not in any way affect the  validity and  enforceability  of the
Guaranty  or  reduce,  impair or  discharge  the  obligations  of such  Existing
Guarantor thereunder.

         Section 6. Certain  References.  Each reference to the Credit Agreement
in any of the Loan  Documents  shall be deemed to be a  reference  to the Credit
Agreement as amended by this Amendment.

         Section 7. Amendment Fee. In  consideration  of the Lenders amending of
the Credit  Agreement  as provided  herein,  the  Borrower  agrees to pay to the
Administrative  Agent for the  account of the  Lenders an  amendment  fee in the
amount of $10,000 for each Lender.

         Section 8. Expenses.  The Borrower shall  reimburse the  Administrative
Agent upon demand for all reasonable  costs and expenses  (including  reasonable
attorneys'  fees) incurred by the  Administrative  Agent in connection  with the
preparation,   negotiation  and  execution  of  this  Amendment  and  the  other
agreements and documents executed and delivered in connection herewith.

         Section 9.  Benefits.  This  Amendment  shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

         Section 10.  GOVERNING  LAW. THIS  AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF NEW YORK  APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

         Section 11. Effect.  Except as expressly herein amended,  the terms and
conditions of the Credit  Agreement and the other Loan Documents  remain in full
force  and  effect.  The  amendments  contained  herein  shall be deemed to have
prospective application only, unless otherwise specifically stated herein.

         Section 12. Counterparts.  This Amendment may be executed in any number
of  counterparts,  each of which shall be deemed to be an original  and shall be
binding upon all parties, their successors and assigns.

         Section 13.  Definitions.  All capitalized  terms not otherwise defined
herein are used herein with the respective  definitions given them in the Credit
Agreement.  The  interpretive  provisions set forth in Section 1.2 of the Credit
Agreement shall apply to this Amendment as though set forth herein.

                         [Signatures on Following Page]


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Amended and  Restated  Credit  Agreement  to be executed as of the date first
above written.
<TABLE>
<CAPTION>

                          CNL APF Partners, LP
<S> <C>
                          By:  CNL APF GP Corp., its sole general partner


                               By:_____________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________

                          CNL AMERICAN PROPERTIES FUND, INC.
                          CNL APF GP CORP.
                          CNL APF LP CORP.
                          CNL FINANCIAL SERVICES, LP
                                By:   CNL Financial Services GP Corp., its general partner
                                      CNL FINANCIAL SERVICES GP CORP.
                          CNL FINANCIAL LP HOLDING, LP
                                By:   CNL Financial GP Holding Corp., its general partner
                                      CNL FINANCIAL GP HOLDING CORP.
                          CNL FUND ADVISORS, INC.
                          CNL RESTAURANT DEVELOPMENT, INC.


                                By:__________________________________________________
                                     Name:___________________________________________
                                     Title:__________________________________________

                          First Union National Bank, as Administrative Agent and Lender


                                 By:______________________________________________
                                      Name:_______________________________________
                                      Title:______________________________________

                          BANK OF AMERICA, N.A.


                                 By:______________________________________________
                                      Name:_______________________________________
                                      Title:______________________________________

                    [Signatures Continued on Following Page]
</TABLE>


<PAGE>


           [Signature Page to First Amendment to Amended and Restated
                 Credit Agreement dated as of December ___, 1999
                           with CNL APF Partners, LP]

<TABLE>
<CAPTION>

                          AMSOUTH BANK

<S> <C>
                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________


                          BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.


                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________


                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________

                           THE CHASE MANHATTAN BANK


                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________

                           SUNTRUST BANK, CENTRAL FLORIDA, N.A.


                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________

                    [Signatures Continued on Following Page]
</TABLE>


<PAGE>


           [Signature Page to First Amendment to Amended and Restated
                 Credit Agreement dated as of December ___, 1999
                           with CNL APF Partners, LP]
<TABLE>
<CAPTION>


                          CITIZENS BANK OF RHODE ISLAND
<S> <C>

                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________

                          COMPASS BANK


                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________

                          THE HUNTINGTON NATIONAL BANK


                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________

                          COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK
                          INTERNATIONAL", NEW YORK BRANCH


                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________

                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________

                          SOUTHTRUST BANK, NATIONAL ASSOCIATION


                                  By:______________________________________________
                                       Name:_______________________________________
                                       Title:______________________________________


</TABLE>