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CNL Income Properties, Inc. Plans to Acquire Majority Interest in Property at Dallas Market Center

January 15, 2005

Dallas Market Center, the world’s largest wholesale resource, announced today an agreement with CNL Income Properties, Inc. to acquire a majority interest in certain real estate at Dallas Market Center.  The agreement, which involves 4.8 million square feet of property at Dallas Market Center’s campus, includes the World Trade Center, Dallas Trade Mart, International Floral and Gift Center and Market Hall.

“Dallas Market Center plays a vital role in the Dallas economy and has a strong and long-standing reputation among merchandise retailers and buyers,” said R. Byron Carlock, president of CNL Income Properties, which primarily invests in recreation and lifestyle-related real estate. “We are pleased to invest in this business that we believe will continue to grow under the leadership of the trade industry's premier partners.”

CNL Income Properties and the facility’s current ownership group, Dallas Market Center Company, Ltd., an affiliate of Crow Holdings, plan to create a partnership that will own certain real estate and leasehold improvements, including 4.8 million square feet of property at the World Trade Center, the Dallas Trade Mart and the International Floral and Gift Center; it will also own a leasehold interest in Market Hall. It is expected that the partnership will create two long-term master leases on the property with the existing management company, Market Center Management Company, Ltd., an operating company with a 45-year history owned by Crow Holdings. Market Center Management Company will continue to manage the business, including the tenant relationships and trade shows. Capital invested in the new partnership will total approximately $249 million.

“This real estate transaction provides a strong equity partner and positively positions us for additional opportunities to create improved markets, trade events and temporary shows,” said Bill Winsor, president and CEO of Dallas Market Center. “This partnership will have a positive impact on our business, tenants and partners. To the extent other such opportunities arise that align with our business strategy, we would be pleased to further our relationship with CNL Income Properties.”

CNL Income Properties’ Carlock agreed. “We have confidence in the management team’s decades of experience and plan for Dallas Market Center to continue doing what it does best – manage a successful wholesale mart,” he said. “The market center’s continuing leadership position in lighting, floral, gift, home and fashion is our shared goal.”

About Dallas Market Center

Founded in 1957, Dallas Market Center is the world’s largest wholesale merchandise resource.  Within its marketplace of nearly 5 million square feet, retailers from around the globe source products ranging from home furnishings, gifts, decorative accessories and lighting to textiles, fashion accessories and men's, western, women's and children's apparel. The campus consists of the World Trade Center, a 3 million square foot building devoted to gift, home décor, rugs, home textiles, gourmet food, and FashionCenterDallas, the new home for apparel and accessories; the Dallas Trade Mart, a 1 million square foot home to the national lighting industry as well as tabletop, gifts, decorative accessories, and paper products; the 440,000 square foot International Floral and Gift Center, the nation’s only mart dedicated to permanent floral and holiday products; and Market Hall, a 214,000 square foot exhibition hall. With more than 50 markets each year attended by more than 200,000 visitors from all 50 states and 84 countries, Dallas Market Center offers hundreds of trade events and seminars geared toward helping retailers expand business and increase profits. As a result, more than $7.5 billion in estimated wholesale transactions are conducted annually within the Dallas Market Center complex. For more information, visit dallasmarketcenter.com.

About CNL Income Properties, Inc.

CNL Income Properties, Inc. is a Maryland corporation that intends to qualify as a real estate investment trust that invests in income-producing real estate with an emphasis on recreation and lifestyle segments, such as ski resorts, golf courses, manufacturer’s outlet centers, marinas, campgrounds and vacation ownership interests. The company is an affiliate of CNL Financial Group, Inc. (CNL), one of the nation’s largest, privately held real estate investment and finance companies.  Headquartered in Orlando, Fla., CNL and the entities it has formed or acquired have more than $15 billion in assets, manage an additional $2.5 billion for third-party investors and have interests in more than 5,100 properties across North America For more information, visit cnl.com.

About Crow Holdings

Crow Holdings is the diversified group of investment companies that owns and directs the investments of the Trammell Crow family and its investment partners. Crow Holdings has significant investments including substantial stakes in privately-held operating businesses around the world and in diversified financial assets.The Crow Family is one of the largest local developers in the history of Dallas, having developed with its partners, more than 5 million square feet of commercial projects within the downtown Dallas district and more than 30 million square feet within the City of Dallas. Crow Holdings’ investments in the Dallas real estate market include Dallas Market Center, the Wyndham Anatole Hotel, Crow Design District, Medical City Dallas, and Trammell Crow Residential.

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