The portfolio, totaling approximately 19.2 million sf,includesfive malls in Wisconsin, three each in North Carolina,Kentucky and SouthCarolina, two each in Michigan and Ohio, one eachin Illinois, Tennessee andTexas and an associated center in bothOhio and Wisconsin.

The agreement has been approved by CBL's Board of Directors andis subjectto CBL shareholder approval as well as certain Jacobslender and partnerconsents. The acquisitionis expected to close inthe first quarter of 2001.

The purchase price includes approximately $106 million in cash,as well asclosing and transaction costs of approximately $12million, assumption of$733.8 million in primarilyfixed ratenon-recourse debt at an average interest rate of 8.25%; andtheissuance of 11.932 million SCUs (special common units) of CBL'soperatingpartnership with a par value of $384.8million.