CNL and Intrawest Complete Joint Venture

In December 2004, CNL Income Properties, Inc. and Intrawest Corp. (and certain of their affiliates) formed a Delaware limited partnership in which CNL holds an 80 per cent interest and Intrawest holds a 20 per cent interest, and completed the purchase and sale of retail and commercial properties at several Intrawest Resort Villages in Canada and the United States. The Canadian tranche, completed on December 3, 2004, involved the sale by Intrawest of space occupied by a variety of tenants including retail stores, restaurants and specialty shops at the Village of Blue Mountain in Collingwood, Ontario and at Whistler Creek in Whistler, British Columbia to a trust of which CNL entities are beneficiaries. The US tranche, completed on December 17, 2004, involved the sale by Intrawest of commercial and retail space at five US resorts, including Mammoth Mountain in California, Copper Mountain in Colorado, Stratton Mountain in Vermont, Snowshoe Mountain in West Virginia and the Sandestin Resort in Destin, Florida. The total transaction value was approximately US$111 million.

CNL was represented in Canada by Goodmans LLP, with a team that included Ken Herlin, Maureen Berry, Susan Zimmerman, Jeff Shore and Victor Liu in Toronto, and Doug Bolton and Maria Davidson in Vancouver; and in the US by Lowndes, Drosdick, Doster, Kantor & Reed led by Mike Ryan, William Bird, Laurence Hames and Meredith Level; and on tax matters by Greenberg Traurig, LLP with a team that included Jennifer Weiss and Ken Zuckerbrot.

Intrawest was represented in Canada by McCarthy Tétrault LLP with a team that included Trevor Bell, John Doolan, Donna Cooke, Peter Quinn, Russ Benson, Marta Lewycky, Tim Kwan, Craig Shirreff and Greg Fabbro; and in the US by Jacobs Chase Frick Kleinkopf & Kelley with a team that included Steven Cohen, Michael Smith and Daron Arnold. Intrawest was advised on Canadian tax matters by Wilson & Partners LLP with a team that included Rosemarie Wertschek, Q.C., Jim Wilson and Geneviève Lille, and on US tax matters by Stephen Feldman of Morrison & Foerster LLP.

The Canadian lender, Congress Financial Corporation (Canada), was represented in Canada by Bennett Jones LLP with a team that included Justin Fogarty, Paul Blundy, Scott Martyn and Aleks Finelli, with tax advice from Stephen Bowman and Lyle Guard; in British Columbia by Michael Low and Martin Kyle of Lawson Lundell LLP; and in the US by James Hassan of Cadwalader, Wickersham & Taft LLP.