Bank of America, N.A.
                           901 Main Street, 66th Floor
                               Dallas, Texas 75202

                                                             December 15, 2003

CNL Financial VII, LP
103 Foulk Road, Suite 204
Wilmington, Delaware 19803

CNL Restaurant Capital, LP
450 South Orange Avenue
Orlando, Florida 32801

Ladies and Gentlemen:

         Reference  is hereby  made to the Second  Amended and  Restated  Master
Repurchase  Agreement,  dated as of  November 8, 2002 (as  amended,  the "Master
Repurchase  Agreement"),  among CNL Financial VII, LP, as seller (the "Seller"),
CNL  Restaurant  Capital,  LP,  as  originator  (the  "Originator")  and Bank of
America, N.A., as buyer (the "Buyer"), a letter dated as of August 29, 2003 (the
"Sixth Amended and Restated Side Letter")  among the Seller,  the Originator and
the Buyer,  and a letter  dated as of October  24,  2003 (the  "First  Extension
Letter") among the Seller,  the Originator and the Buyer.  Any capitalized  term
used but not defined herein shall have the meaning  assigned to such term in the
Master Repurchase Agreement.

(1)      The parties hereto  acknowledge and agree that the Seller has requested
         that the Buyer extend the Termination  Date set forth in subpart (i) in
         Section 27 of the Master Repurchase Agreement,  as amended by the First
         Extension Letter, from December 15, 2003 to March 15, 2004.

(2)      Pursuant to the  provisions  of subpart (i) in Section 27 of the Master
         Repurchase  Agreement,  as amended by the First Extension  Letter,  the
         Buyer hereby  agrees to extend the date set forth  therein to March 15,
         2004 (the "90 Day Extension").

(3)      (a) As consideration for the 90 Day Extension, on each Payment Date and
         on the  Termination  Date,  the  Seller  shall  pay to  the  Buyer  the
         Nonutilization Fee; provided,  however, that the Nonutilization Fee due
         on the Payment  Date in January 2004 shall be  calculated  based on the
         period beginning  December 15, 2003 and ending on December 31, 2003 and
         the  Nonutilization Fee due on the Termination Date shall be calculated
         based on the  period  beginning  March 1, 2004 and  ending on March 15,
         2004.

         (b) Effective as of the date hereof, the parties hereto hereby agree to
         amend  Section  2(a) of  Master  Repurchase  Agreement  by  adding  the
         following definition:

         "Nonutilization  Fee" means an amount  equal to (a) the  product of (i)
         0.15% and (ii) the average  amount of the excess (if any) at the end of
         each day during the  immediately  preceding  month of the Maximum Total
         Aggregate  Price over the  outstanding  Purchase Price on each such day
         and (iii) the number of days during such month divided by (b) 360."

         (c) Effective as of the date hereof, the parties hereto hereby agree to
         amend  Section  2(a) of Master  Repurchase  Agreement  by deleting  the
         definition of "Repurchase Price" and replacing it with the following:

         "Repurchase  Price" means the price at which Purchased Assets are to be
         transferred  from Buyer to Seller upon  termination  of a  Transaction,
         which  will  be  determined  in  each  case   (including   Transactions
         terminable  upon  demand) as the sum of the Purchase  Price,  the Price
         Differential,  the Exit Fee and the Nonutilization  Fee, as applicable,
         as of the date of such determination."

(4)      As  further  consideration  for the 90 Day  Extension,  the  Originator
         hereby agrees to pay the Buyer $80,000 (i.e.  0.05% of $160,000,000) in
         immediately available funds on or before December 15, 2003.

(5)      (a) Effective as of the date hereof, the parties hereto hereby agree to
         amend  Section  2(a) of Master  Repurchase  Agreement  by deleting  the
         definition of "Maximum  Aggregate Purchase Price" and replacing it with
         the following:

                  "Maximum Aggregate Purchase Price" means $160,000,000."

         (b) Effective as of the date hereof, the parties hereto hereby agree to
         amend  Section  2(a) of Master  Repurchase  Agreement  by deleting  the
         definition of "Maximum Aggregate Rehab Purchase Price" and replacing it
         with the following:

                  "Maximum Aggregate Rehab Purchase Price" means $10,000,000."

         (c) Effective as of the date hereof, the parties hereto hereby agree to
         amend the Master  Repurchase  Agreement by deleting  subsection  (v) of
         Section 9(b) and replacing it with the following:

         "(v) The then  aggregate  outstanding  Purchase  Price for all  Program
         Assets, when added to the Purchase Price for the requested Transaction,
         shall not exceed (i) the Maximum Aggregate  Purchase Price with respect
         to all  Program  Assets  other  than  Rehab  Loans,  (ii)  the  Maximum
         Aggregate  Rehab Purchase Price with respect to all Program Assets that
         are Rehab  Loans and (iii)  $160,000,000  with  respect to all  Program
         Assets (the "Maximum Total Aggregate Purchase Price")."

(6)      Effective as of the date  hereof,  the parties  hereto  hereby agree to
         amend the Sixth  Amended  and  Restated  Side  Letter by  deleting  the
         definition of "Eligible Asset" and replacing it with the following:

         "Eligible Asset" shall mean each Loan meeting the  representations  and
         warranties  set forth on  Appendix A to the Custody  Agreement  and for
         which the aggregate  outstanding  Repurchase  Price for such Loan as of
         any date of  determination,  together  with the  aggregate  outstanding
         Repurchase  Price for all other  Loans then  subject  to  Transactions,
         shall not exceed an amount equal to:

         (i) 100% of the Maximum  Aggregate  Purchase  Price with respect to the
         aggregate  amount of Loans  consisting of Tier I Loans and $125,000,000
         with  respect  to the  aggregate  amount  of  Tier I Loans  secured  by
         Mortgaged Property used in the operation of the same Concept,

         (ii) 100% of the Maximum  Aggregate  Purchase Price with respect to the
         aggregate  amount of Loans  consisting of Tier II Loans and $75,000,000
         with  respect  to the  aggregate  amount  of Tier II Loans  secured  by
         Mortgaged Property used in the operation of the same Concept,

         (iii)  $125,000,000  with  respect  to the  aggregate  amount  of Loans
         consisting  of Tier III  Loans  and  $37,500,000  with  respect  to the
         aggregate  amount of Tier III Loans secured by Mortgaged  Property used
         in the operation of the same Concept,

         (iv)  $75,000,000  with  respect  to  the  aggregate  amount  of  Loans
         consisting  of  Tier IV  Loans  and  $26,000,000  with  respect  to the
         aggregate amount of Tier IV Loans secured by Mortgaged Property used in
         the operation of the same Concept,

         (v)  $37,500,000  with respect to the aggregate  amount of Loans to the
         same Borrower Group,

         (vi)  $100,000,000 with respect to the aggregate amount of Loans to the
         four (4)  Borrower  Groups  representing  the  greatest  portion of the
         Program Assets,

         (vii) $62,500,000 of the Maximum Aggregate  Purchase Price with respect
         to the aggregate amount of Loans secured by Collateral in the same U.S.
         state,

         (viii)   $100,000,000   with  respect  to  the   aggregate   amount  of
         Construction Loans,

         (ix) zero percent  (0%) of the Maximum  Aggregate  Purchase  Price with
         respect  to the  aggregate  amount  of  Program  Assets as to which any
         representation  or warranty  with respect to any such Program Asset has
         been materially breached, as determined by Buyer,

         (x) the lesser of (A)  $75,000,000  and (B) forty  percent (40%) of the
         aggregate   outstanding   principal   balance  of  all  Mortgage  Loans
         constituting  Program Assets,  with respect to the aggregate  amount of
         Mortgage Loans secured by Space Leases,

         (xi)  $12,500,000  with respect to the  aggregate  amount of Delinquent
         Loans, 60+ Delinquent Loans and Defaulted Loans (other than Rehab Loans
         and Holdover Loans),

         (xii) $5 million  with respect to the  aggregate  amount of Rehab Loans
         secured by Space Leases,

         (xiii) zero percent (0%) of the Maximum  Aggregate  Purchase Price with
         respect to the aggregate  amount of 90+  Delinquent  Loans that are not
         Rehab Loans,

         (xiv)  $125,000,000  with respect to the aggregate amount of Wet Funded
         Loans,

         (xv) zero percent  (0%) of the Maximum  Aggregate  Purchase  Price with
         respect to the  aggregate  amount of Loans (other than Net Lease Loans,
         Rehab Loans,  Sybra Loans or Holdover Loans) that are Program Assets in
         excess of (a) eighteen  (18) months,  with respect to Loans (other than
         Net Lease Loans,  Rehab Loans,  Sybra Loans or Holdover Loans) that are
         not, and did not convert from,  Construction Loans, and (b) twenty-four
         (24) months,  with respect to Loans (other than Net Lease Loans,  Rehab
         Loans,  Sybra Loans or Holdover  Loans)  that are, or  converted  from,
         Construction Loans,

         (xvi) reserved,

         (xvii) zero percent (0%) of the Maximum  Aggregate  Purchase Price with
         respect to the  aggregate  amount of Net Lease  Loans that are  Program
         Assets in excess of (a)  twenty-four  (24) months,  with respect to Net
         Lease Loans that are not, and did not convert from, Construction Loans,
         and (b) thirty (30)  months,  with respect to Net Lease Loans that are,
         or converted from, Construction Loans,

         (xviii) with respect to the aggregate  amount of Mortgage Loans,  Sybra
         Loans,  Holdover Loans,  Delinquent  Loans and Defaulted Loans that are
         Mortgage Loans, and Rehab Loans that are Mortgage Loans,  $125,000,000;
         provided, however, that with respect to any Mortgage Loan, Sybra Loans,
         Holdover Loans,  Delinquent Loans and Defaulted Loans that are Mortgage
         Loans,  and  Rehab  Loans  that are  Mortgage  Loans not  subject  to a
         Transaction  as of  the  Effective  Date,  such  Loan  shall  not be an
         Eligible Asset if the Buyer has not approved,  in its sole  discretion,
         the takeout or exit strategy for such Loan,

         (xix) with respect to the  aggregate  amount of Net Lease  Loans,  zero
         percent (0%) of the Maximum Aggregate Purchase Price if Section 1031 of
         the Code is repealed, replaced, amended or interpreted in any way that,
         in the Buyer's sole  discretion,  may have a material adverse effect on
         the tax  benefits  available  pursuant to such section or on the market
         for 1031 exchange property,

         (xx) with  respect to the  aggregate  amount of Net Lease  Loans,  zero
         percent (0%) of the Maximum  Aggregate  Purchase  Price with respect to
         the Net Lease  Loans that are not (A)(1) Tier I or Tier II Loans with a
         minimum lease rate of 9.0% (or such other rate as the Buyer may approve
         in its sole discretion) or (2) in the Buyer's sole discretion, Tier III
         or Tier IV Loans with a minimum  lease rate of 9.5% (or such other rate
         as the Buyer may  approve in its sole  discretion)  or (3) a High Yield
         1031 Loan,  or (4) an  Acquisition  Loan,  and (B) secured by Mortgaged
         Property  capable  of being  exchanged  for "like  kind"  property,  as
         defined  in Section  1031 of the Code,  in the 1031  tax-free  exchange
         market,

         (xxi) with respect to the aggregate  amount of Net Lease Loans that are
         not, and did not convert from,  Construction  Loans that are subject to
         Transactions in excess of twelve (12) months, plus the aggregate amount
         of Net Lease Loans that are, or did convert  from,  Construction  Loans
         that are subject to Transactions in excess of eighteen (18) months, the
         lesser  of (a)  $40,000,000,  or (b) 25% of the  aggregate  outstanding
         Purchase  Price  with  respect  to Net  Lease  Loan  as of the  date of
         determination,

         (xxii) with respect to the aggregate amount of Net Lease Loans that are
         not,  and did not  convert  from,  Construction  Loans that  subject to
         Transactions  in excess of eighteen  (18)  months,  plus the  aggregate
         amount of Net Lease Loans that are, or did convert  from,  Construction
         Loans that are subject to  Transactions  in excess of twenty-four  (24)
         months,  the  lesser  of (a)  $20,000,000  or (b) 10% of the  aggregate
         outstanding  Purchase  Price  with  respect to Net Lease Loan as of the
         date of determination,

         (xxiii)  with  respect  to  the  aggregate  amount  of Low  FCCR  Loans
         (excluding Rehab Loans), $25,000,000,

         (xxiv) zero percent (0%) of the Maximum  Aggregate  Purchase Price with
         respect to the aggregate  amount of Construction  Loans with respect to
         which a  certificate  of occupancy has not been issued on or before the
         date that is twelve  (12)  months  after the earlier of the date of the
         related Note and the date such Loan becomes a Program Asset,

         (xxv)  unless  otherwise  approved  in writing by the Buyer in its sole
         discretion,  zero percent (0%) of the Maximum  Aggregate Rehab Purchase
         Price with  respect to the  aggregate  amount of  Non-Documented  Rehab
         Loans subject to Transactions for more than six months,

         (xxvi)  unless  otherwise  approved in writing by the Buyer in its sole
         discretion,  zero percent (0%) of the Maximum  Aggregate Rehab Purchase
         Price with respect to the aggregate  amount of  Documented  Rehab Loans
         subject to Transactions for more than one year,

         (xxvii) zero percent (0%) of the Maximum Aggregate Rehab Purchase Price
         with  respect  to the  aggregate  amount  of Rehab  Loans  that fail to
         perform  pursuant to the related  workout,  modification  or bankruptcy
         plan and such failure is not cured within thirty days,

         (xxviii) the Maximum  Aggregate Rehab Purchase  Price,  with respect to
         the aggregate amount of Rehab Loans subject to Transactions,

         (xxix)  the  Maximum  Aggregate  Purchase  Price,  with  respect to the
         aggregate  amount of Program Assets (other than Rehab Loans) subject to
         Transactions,

         (xxx)  $160,000,000,  with respect to the  aggregate  amount of Program
         Assets (including Rehab Loans) subject to Transactions,

         (xxxi) zero percent (0%) of the Maximum  Aggregate Rehab Purchase Price
         with respect to the aggregate amount of Rehab Loans for which the Buyer
         has not been  provided  with an  Appraisal  within  thirty days of such
         Rehab  Loan  first  becoming  subject to a  Transaction,

         (xxxii) zero percent (0%) of the Maximum Aggregate  Purchase Price with
         respect to the aggregate  amount of Sybra Loans or Holdover  Loans that
         remain subject to Transactions after March 15, 2004, and

         (xxxiii) zero percent (0%) of the Maximum Aggregate Purchase Price with
         respect  to the  aggregate  amount  of  Acquisition  Loans  on or after
         September 30, 2004.

(7)      Except as expressly  amended hereby,  the Master  Repurchase  Agreement
         shall  remain in full  force and effect in  accordance  with its terms,
         without  any  waiver,  amendment,  or  modification  of  any  provision
         thereof.

         This letter agreement shall be governed by the laws of the State of New
York,  without regard to conflict of law principles,  and may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which when taken  together shall  constitute one and the same letter  agreement.
Delivery of an executed counterpart of a signature page to this letter agreement
by facsimile shall be effective as delivery of a manually  executed  counterpart
of this letter agreement.


Please acknowledge your acceptance and agreement to the foregoing by signing and
returning the enclosed copy of this letter.

                                            Very truly yours,

                                            BANK OF AMERICA, N.A.


                                            /S/ Christopher G. Young
                                            ------------------------
                                                Christopher G. Young
                                                Vice President - Global Asset
                                                      Securitization


Accepted and Agreed:


CNL FINANCIAL VII, LP
   By:  CNL Financial VII, Inc., as general partner


/s/ Robert E. Lawless
-----------------------
    Robert E. Lawless
    Senior Vice President & Treasurer


CNL RESTAURANT CAPITAL, LP
    By:  CNL Restaurant Capital GP Corp., as
            general partner


/s/ Robert E. Lawless
-----------------------
    Robert E. Lawless
    Senior Vice President & Treasurer