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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2003
-------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _________________________ to ____________________
Commission file number
0-19140
---------------------------------------
CNL Income Fund VII, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2963871
- -------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ---------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
-----------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _________
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act):Yes___ No X
CONTENTS
Page
Part I.
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 7
Item 4. Controls and Procedures 8
Part II.
Other Information 9-10
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 11,053,630 $ 11,109,588
Net investment in direct financing leases 2,315,017 2,344,317
Investment in joint ventures 9,053,222 9,083,991
Cash and cash equivalents 1,004,014 972,797
Receivables -- 68,597
Accrued rental income 1,037,039 1,042,794
Other assets 81,929 90,801
------------------ -------------------
$ 24,544,851 $ 24,712,885
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 23,360 $ 4,551
Distributions payable 675,000 675,000
Due to related parties 19,856 13,151
Rents paid in advance and deposits 30,686 41,145
------------------ -------------------
Total liabilities 748,902 733,847
Minority interest 138,257 138,945
Partners' capital 23,657,692 23,840,093
------------------ -------------------
$ 24,544,851 $ 24,712,885
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2003 2002
--------------- ---------------
Revenues:
Rental income from operating leases $ 371,875 $ 372,389
Earned income from direct financing leases 71,285 74,654
Interest and other income 536 8,383
--------------- ---------------
443,696 455,426
--------------- ---------------
Expenses:
General operating and administrative 71,001 74,717
Property expenses 1,189 3,340
State and other taxes 31,806 22,476
Depreciation 55,958 55,958
--------------- ---------------
159,954 156,491
--------------- ---------------
Income Before Minority Interest in Income of Consolidated
Joint Venture and Equity in Earnings of Unconsolidated
Joint Ventures 283,742 298,935
Minority Interest in Income of Consolidated
Joint Venture (4,716 ) (4,563 )
Equity in Earnings of Unconsolidated Joint Ventures 213,573 155,988
--------------- ---------------
Net Income $ 492,599 $ 450,360
=============== ===============
Net Income Per Limited Partner Unit $ 0.016 $ 0.015
=============== ===============
Weighted Average Number of Limited Partner
Units Outstanding 30,000,000 30,000,000
=============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2003 2002
------------------- ------------------
General partners:
Beginning balance $ 230,931 $ 230,931
Net income -- --
------------------- ------------------
230,931 230,931
------------------- ------------------
Limited partners:
Beginning balance 23,609,162 23,965,640
Net income 492,599 2,343,522
Distributions ($0.023 and $0.090 per
limited partner unit, respectively) (675,000 ) (2,700,000 )
------------------- ------------------
23,426,761 23,609,162
------------------- ------------------
Total partners' capital $ 23,657,692 $ 23,840,093
=================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2003 2002
-------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 711,621 $ 655,879
-------------- ---------------
Cash Flows from Investing Activities:
Investment in joint venture -- (76,727 )
-------------- ---------------
Net cash used in investing activities -- (76,727 )
-------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (675,000 ) (675,000 )
Distributions to holder of minority interest (5,404 ) (5,311 )
-------------- ---------------
Net cash used in financing activities (680,404 ) (680,311 )
-------------- ---------------
Net Increase (Decrease) in Cash and Cash Equivalents 31,217 (101,159 )
Cash and Cash Equivalents at Beginning of Quarter 972,797 1,747,363
-------------- ---------------
Cash and Cash Equivalents at End of Quarter $ 1,004,014 $ 1,646,204
============== ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
quarter $ 675,000 $ 675,000
============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND VII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2003 and 2002
1. Basis of Presentation:
---------------------
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary to a fair
statement of the results for the interim periods presented. Operating
results for the quarter ended March 31, 2003, may not be indicative of
the results that may be expected for the year ending December 31, 2003.
Amounts as of December 31, 2002, included in the financial statements,
have been derived from audited financial statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund VII, Ltd. (the "Partnership") for the year ended December
31, 2002.
The Partnership accounts for its 83% interest in San Antonio #849 Joint
Venture using the consolidation method. Minority interest represents
the minority joint venture partners' proportionate share of the equity
in the Partnership's consolidated joint venture. All significant
intercompany accounts and transactions have been eliminated.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. Consolidation of variable interest entities will provide
more complete information about the resources, obligations, risks and
opportunities of the consolidated company. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements with respect to the
Partnership's unconsolidated joint ventures or properties held with
affiliates of the general partners as tenants-in-common, which are
currently accounted for under the equity method. However, such
consolidation is not expected to significantly impact the Partnership's
results of operations.
2. Reclassification:
----------------
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund VII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 18, 1989, to acquire for cash, either
directly or through joint venture and tenancy in common arrangements, both newly
constructed and existing restaurants, as well as land upon which restaurants
were to be constructed (the "Properties"), which are leased primarily to
operators of national and regional fast-food restaurant chains. The leases
generally are triple-net leases, with the lessees responsible for all repairs
and maintenance, property taxes, insurance and utilities. As of March 31, 2003
and 2002, the Partnership owned 18 Properties directly and 17 Properties
indirectly through joint venture or tenancy in common arrangements.
Capital Resources
For the quarters ended March 31, 2003 and 2002, the Partnership
generated cash from operating activities of $711,621 and $655,879, respectively.
The increase in cash from operating activities for the quarter ended March 31,
2003, as compared to the quarter ended March 31, 2002, was a result of changes
in the Partnership's working capital and changes in income and expenses.
At March 31, 2003, the Partnership had $1,004,014 in cash and cash
equivalents, as compared to $972,797 at December 31, 2002. The funds remaining
at March 31, 2003, after payment of distributions and other liabilities, will be
used to invest in an additional Property and to meet the Partnership's working
capital needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.
The Partnership's short-term liquidity requirements consist primarily of
the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that funds are available for distribution. Based
on current and anticipated future cash from operations, the Partnership declared
distributions to the limited partners of $675,000 for each of the quarters ended
March 31, 2003 and 2002. This represents distributions for each applicable
quarter of $0.023 per unit. No distributions were made to the general partners
for the quarters ended March 31, 2003 and 2002. No amounts distributed to the
limited partners for the quarters ended March 31, 2003 and 2002 are required to
be or have been treated by the Partnership as a return of capital for purposes
of calculating the limited partners' return on their adjusted capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
were $748,902 at March 31, 2003, as compared to $733,847 at December 31, 2002.
The increase in liabilities was primarily a result of an increase in accounts
payable and amounts due to related parties at March 31, 2003, as compared to
December 31, 2002. The increase was partially offset by a decrease in rents paid
in advance and deposits. The general partners believe that the Partnership has
sufficient cash on hand to meet its current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $443,160 during the quarter ended March 31,
2003, as compared to $447,043 during the same period of 2002. Rental revenues
during the quarter ended March 31, 2003, as compared to the quarter ended March
31, 2002, remained constant as there was no change in the leased property
portfolio.
The Partnership also earned $213,573 attributable to net income earned
by joint ventures during the quarter ended March 31, 2003, as compared to
$155,988 during the same period of 2002. The increase in net income earned by
joint ventures was partially attributable to earnings recorded from Arlington
Joint Venture acquired in June 2002 with affiliates of the general partners.
During 2002, net income earned by joint ventures was lower because the tenant of
the Property owned by Duluth Joint Venture, in which the Partnership owns a 56%
interest, experienced financial difficulties and ceased making rental payments.
As a result, Duluth Joint Venture stopped recording rental revenues during the
quarter ended March 31, 2002. However, during the second quarter of 2002, the
tenant resumed making rental payments to the joint venture.
The Partnership also earned $536 in interest and other income during the
quarter ended March 31, 2003, as compared to $8,383 during the same period of
2002. Interest and other income were lower during the quarter ended March 31,
2003 due to a decrease in the average cash balance as a result of the
reinvestment of sales proceeds in additional Properties through joint venture
arrangements during 2002, the collection of a promissory note, as well as a
decline in interest rates.
Operating expenses including depreciation expense were $159,954 during
the quarter ended March 31, 2003, as compared to $156,491 during the same period
of 2002. Operating expenses were higher during the quarter ended March 31, 2003,
as compared to the same period of 2002, because of a new state tax filing
requirement in a state in which the Partnership conducts business.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. Consolidation of variable
interest entities will provide more complete information about the resources,
obligations, risks and opportunities of the consolidated company. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The general
partners believe adoption of this standard may result in either consolidation or
additional disclosure requirements with respect to the Partnership's
unconsolidated joint ventures or properties held with affiliates of the general
partners as tenants-in-common, which are currently accounted for under the
equity method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures within 90 days prior to the
filing of this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
Subsequent to the above evaluation, there were no significant changes in
internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders.Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
------------------
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
3.1 Affidavit and Certificate of Limited
Partnership of CNL Income Fund VII, Ltd.
(Included as Exhibit 4.1 to Registration
Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited
Partnership of CNL Income Fund VII, Ltd.
(Included as Exhibit 4.1 to Registration
Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund VII, Ltd.
(Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange
Commission on April 1, 1996, and
incorporated herein by reference.)
10.1 Management Agreement between CNL Income
Fund VII, Ltd. and CNL Investment Company
(Included as Exhibit 10.1 to Form 10-K
filed with the Securities and Exchange
Commission on April 1, 1996, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from
CNL Investment Company to CNL Income Fund
Advisors, Inc. (Included as Exhibit 10.2
to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and
incorporated herein by reference.)
10.3 Assignment of Management Agreement from
CNL Income Fund Advisors, Inc. to CNL Fund
Advisors, Inc. (Included as Exhibit 10.3
to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and
incorporated herein by reference.)
10.4 Assignment of Management Agreement from
CNL Fund Advisors, Inc. to CNL APF
Partners, LP. (Included as Exhibit 10.4 to
Form 10-Q filed with the Securities and
Exchange Commission on August 10, 2001,
and incorporated herein by reference.)
10.5 Assignment of Management Agreement from
CNL APF Partners, LP to CNL Restaurants
XVIII, Inc. (Included as Exhibit 10.5 to
Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2002,
and incorporated herein by reference.)
99.1 Certification of Chief Executive Officer
of Corporate General Partner Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002. (Filed herewith.)
99.2 Certification of Chief Financial Officer
of Corporate General Partner Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter ended March 31, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 9th day of May, 2003
CNL INCOME FUND VII, LTD.
By: CNL REALTY CORPORATION General
Partner
By: /s/ James M. Seneff, Jr.
------------------------------
JAMES M. SENEFF, JR. Chief
Executive Officer (Principal
Executive Officer)
By: /s/ Robert A. Bourne
------------------------------
ROBERT A. BOURNE President and
Treasurer (Principal Financial
and Accounting Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF CORPORATE GENERAL PARTNER
PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund VII, Ltd. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ James M. Seneff, Jr.
- ---------------------------
James M. Seneff, Jr.
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF CORPORATE GENERAL PARTNER
PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund VII, Ltd. (the "registrant")
certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a. all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: May 9, 2003
/s/ Robert A. Bourne
- ---------------------------
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Affidavit and Certificate of Limited
Partnership of CNL Income Fund VII, Ltd.
(Included as Exhibit 4.1 to Registration
Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited
Partnership of CNL Income Fund VII, Ltd.
(Included as Exhibit 4.1 to Registration
Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited
Partnership of CNL Income Fund VII, Ltd.
(Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange
Commission on April 1, 1996, and
incorporated herein by reference.)
10.1 Management Agreement between CNL Income
Fund VII, Ltd. and CNL Investment Company
(Included as Exhibit 10.1 to Form 10-K
filed with the Securities and Exchange
Commission on April 1, 1996, and
incorporated herein by reference.)
10.2 Assignment of Management Agreement from
CNL Investment Company to CNL Income Fund
Advisors, Inc. (Included as Exhibit 10.2
to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and
incorporated herein by reference.)
10.3 Assignment of Management Agreement from
CNL Income Fund Advisors, Inc. to CNL Fund
Advisors, Inc. (Included as Exhibit 10.3
to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and
incorporated herein by reference.)
10.4 Assignment of Management Agreement from
CNL Fund Advisors, Inc. to CNL APF
Partners, LP. (Included as Exhibit 10.4 to
Form 10-Q filed with the Securities and
Exchange Commission on August 10, 2001,
and incorporated herein by reference.)
10.5 Assignment of Management Agreement from
CNL APF Partners, LP to CNL Restaurants
XVIII, Inc. (Included as Exhibit 10.5 to
Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2002,
and incorporated herein by reference.)
99.1 Certification of Chief Executive Officer
of Corporate General Partner Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002. (Filed herewith.)
99.2 Certification of Chief Financial Officer
of Corporate General Partner Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002. (Filed herewith.)
EXHIBIT 99.1
EXHIBIT 99.2