<PAGE>

                                                                   EXHIBIT 10.21

                         CREDIT AGREEMENT (ACQUISITION)

                          DATED AS OF OCTOBER 17, 2003

                                      AMONG

                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                   AS BORROWER

                                       AND

                          KEYBANK NATIONAL ASSOCIATION
                    AS ADMINISTRATIVE AGENT AND LEAD ARRANGER

                                       AND

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,
                                   AS LENDERS

<PAGE>

                                CREDIT AGREEMENT

         This Credit Agreement (Acquisition), dated as of October 17, 2003, is
among Glimcher Properties Limited Partnership, a limited partnership organized
under the laws of the State of Delaware (the "Borrower"), KeyBank National
Association, a national banking association, and the several banks, financial
institutions and other entities from time to time parties to this Agreement
(collectively, the "Lenders") and KeyBank National Association, not
individually, but as "Administrative Agent."

                                    RECITALS

         A.       The Borrower is primarily engaged in the business of
purchasing, owning, operating, leasing and managing retail properties.

         B.       The Borrower has requested that the Lenders make loans
available to the Borrower for the sole purpose of financing all or a portion of
the cost of acquiring additional retail properties pursuant to the terms of this
Agreement and that the Administrative Agent act as administrative agent for the
Lenders. The Administrative Agent and the Lenders have agreed to do so.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         As used in this Agreement:

         "ABR Applicable Margin" means, with respect to any Advance made
hereunder, (i) zero for the first sixty (60) days after the Borrowing Date of
such Advance and (ii) sixty-five one-hundredths of one percent (0.65%) per annum
for the sixty-first (61st) day after the Borrowing Date of such Advance and for
each day thereafter until such Advance is repaid in full, provided that if such
sixty-first day is not a Business Day, the ABR Application Margin shall instead
increase on the first Business Day immediately following such day..

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage or voting power) of the
outstanding partnership interests of a partnership.

         "Adjusted Funds From Operations" shall mean Funds From Operations less
Preferred Dividends.

                                       2
<PAGE>

         "Administrative Agent" means Keybank National Association in its
capacity as agent for the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article X.

         "Advance" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by one or more of the Lenders to the Borrower
of the same Type and, in the case of LIBOR Rate Advances, for the same LIBOR
Interest Period, including Swingline Advances.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "Aggregate Commitment" means, as of any date, the aggregate of the
then-current Commitments of all the Lenders, which is, as of the Agreement
Execution Date, $15,000,000.

         "Agreement" means this Credit Agreement, as it may be amended or
modified and in effect from time to time.

         "Agreement Execution Date" means the date this Agreement has been fully
executed and delivered by all parties hereto.

         "Allocated Facility Amount" means, at any time, the sum of all then
outstanding Advances.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Applicable Margin" means, as applicable, the ABR Applicable Margin or
the LIBOR Applicable Margin which are used in calculating the interest rate
applicable to the various Types of Advances.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means any of the President and Chief Executive
Officer, Executive Vice President and Chief Operating Officer, Vice President
and Chief Financial Officer, Vice President, Controller and Chief Accounting
Officer or Executive Vice President and General Counsel of the general partner
of Borrower, acting singly.

         "Borrower" means Glimcher Properties Limited Partnership, a limited
partnership organized under the laws of the State of Delaware, and its
successors and assigns.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.8.

                                       3
<PAGE>

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of LIBOR Rate Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Cleveland, Ohio and New York, New York for the
conduct of substantially all of their commercial lending activities and on which
dealings in United States dollars are carried on in the London interbank market
and (ii) for all other purposes, a day (other than a Saturday or Sunday) on
which banks generally are open in Cleveland, Ohio and New York, New York for the
conduct of substantially all of their commercial lending activities.

         "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person which is not a corporation
and any and all warrants or options to purchase any of the foregoing.

         "Capitalized Lease" of a Person means any lease of Property imposing
obligations on such Person, as lessee thereunder, which are required in
accordance with GAAP to be capitalized on a balance sheet of such Person.

         "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with GAAP.

         "Cash Equivalents" means, as of any date:

                  (i)      securities issued or directly and fully guaranteed or
                           insured by the United States Government or any agency
                           or instrumentality thereof having maturities of not
                           more than one year from such date;

                  (ii)     mutual funds organized under the United States
                           Investment Company Act rated AAm or AAm-G by S&P and
                           P-1 by Moody's;

                  (iii)    certificates of deposit or other interest-bearing
                           obligations of a bank or trust company which is a
                           member in good standing of the Federal Reserve System
                           having a short term unsecured debt rating of not less
                           than A-1 by S&P and not less than P-1 by Moody's (or
                           in each case, if no bank or trust company is so
                           rated, the highest comparable rating then given to
                           any bank or trust company, but in such case only for
                           funds invested overnight or over a weekend) provided
                           that such investments shall mature or be redeemable
                           upon the option of the holders thereof on or prior to
                           a date one month from the date of their purchase;

                  (iv)     certificates of deposit or other interest-bearing
                           obligations of a bank or trust company which is a
                           member in good standing of the Federal Reserve System
                           having a short term unsecured debt rating of not less
                           than A-1+ by S&P, and not less than P-1 by Moody's
                           and which has a long term unsecured debt rating of
                           not less than A1 by Moody's (or in each case, if no
                           bank or trust company is so rated, the highest
                           comparable rating then given to any bank or trust
                           company, but in such case only for funds invested
                           overnight or over a weekend) provided that such
                           investments shall mature or be redeemable upon the
                           option of the holders thereof on or prior to a date
                           three months from the date of their purchase;

                                       4
<PAGE>

                  (v)      bonds or other obligations having a short term
                           unsecured debt rating of not less than A-1+ by S&P
                           and P-1+ by Moody's and having a long term debt
                           rating of not less than A1 by Moody's issued by or by
                           authority of any state of the United States, any
                           territory or possession of the United States,
                           including the Commonwealth of Puerto Rico and
                           agencies thereof, or any political subdivision of any
                           of the foregoing;

                  (vi)     repurchase agreements issued by an entity rated not
                           less than A-1+ by S&P, and not less than P-1 by
                           Moody's which are secured by U.S. Government
                           securities of the type described in clause (i) of
                           this definition maturing on or prior to a date one
                           month from the date the repurchase agreement is
                           entered into;

                  (vii)    short term promissory notes rated not less than A-1+
                           by S&P, and not less than P-1 by Moody's maturing or
                           to be redeemable upon the option of the holders
                           thereof on or prior to a date one month from the date
                           of their purchase; and

                  (viii)   commercial paper (having original maturities of not
                           more than 365 days) rated at least A-1+ by S&P and
                           P-1 by Moody's and issued by a foreign or domestic
                           issuer who, at the time of the investment, has
                           outstanding long-term unsecured debt obligations
                           rated at least A1 by Moody's.

         "Change in Control" means (i) any change in the ownership of either
Parent Entity which results in more than twenty-five percent (25%) of the such
Parent Entity's Capital Stock being acquired by any one Person, or group of
Persons which are Affiliates of each other, or (ii) any change in the membership
of either Parent Entity's Board of Directors which results in the board members
as of any date after the Agreement Execution Date constituting less than 50% of
the total board members at any time during the one (1) year period following
such date, or (iii) any change in the identity of the owners of the general
partnership interests in the Borrower, unless any such owner is a Wholly-Owned
Subsidiary of Glimcher Realty Trust.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Commitment" means, for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth opposite its signature below or as
set forth in any Notice of Assignment relating to any assignment that has become
effective pursuant to Section 12.3.2, as such amount may be modified from time
to time pursuant to the terms hereof.

         "Commitment Availability" means, as of any date, the lesser of (i) the
Aggregate Commitment hereunder and (ii) the amount by which $150,000,000 exceeds
the then-current "Borrowing Base Availability" under the Secured Revolver (as
such term is defined in the Secured Credit Agreement).

         "Consolidated Group" shall mean the Borrower, the Parent Entities and
all Subsidiaries which are consolidated with them for financial reporting
purposes under GAAP.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

                                       5
<PAGE>

         "Conversion/Continuation Notice" is defined in Section 2.9.

         "Default" means an event described in Article VII.

         "Defaulting Lender" means any Lender which fails or refuses to perform
its obligations under this Agreement within the time period specified for
performance of such obligation, or, if no time frame is specified, if such
failure or refusal continues for a period of five Business Days after written
notice from the Administrative Agent; provided that if such Lender cures such
failure or refusal, such Lender shall cease to be a Defaulting Lender.

         "Default Rate" means the interest rate which may apply during the
continuance of a Default pursuant to Section 2.11 which shall mean that (i) each
LIBOR Rate Advance shall bear interest for the remainder of the applicable LIBOR
Interest Period at the rate otherwise applicable to such LIBOR Interest Period
plus 2% per annum and (ii) each Floating Rate Advance shall bear interest at a
rate per annum equal to the Floating Rate otherwise applicable to the Floating
Rate Advance plus 2% per annum.

         "Environmental Laws" includes, but is not limited to, the following
statutes, as amended, any successor thereto, and any regulations promulgated
pursuant thereto, and any state or local statutes, ordinances, rules,
regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning
and Community Right-to-Know Act; the Hazardous Substances Transportation Act;
the Resource Conservation and Recovery Act (including but not limited to
Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act;
the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the
Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal
Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide
Act; the Endangered Species Act; the National Environmental Policy Act; and the
River and Harbors Appropriation Act.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by any jurisdiction with taxing
authority over the Lender.

         "Facility Termination Date" means the first to occur of (i) the date on
which the "Borrowing Base Availability" under the Secured Revolver (as such term
is defined in the Secured Credit Agreement, equals or exceeds $150,000,000, (ii)
the date on which the commitments to lend under the Secured Credit Agreement
have expired or been terminated, or (iii) October 15, 2004, which shall be the
day immediately prior to the first (1st) anniversary of the Agreement Execution
Date, or, if such day is not a Business Day, the last Business Day immediately
preceding such day.

         "Federal Funds Effective Rate" shall mean, for any day, the rate per
annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of
1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the
weighted average of the rates on overnight federal funds transactions arranged
by federal funds brokers on the previous trading day, as computed and announced
by such Federal Reserve Bank in substantially the same manner as such Federal
Reserve Bank computes and announces the weighted average it refers to as the
"Federal Funds Effective Rate."

                                       6
<PAGE>

         "Financial Contract" of a Person means (i) any exchange - traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, or (ii) any Rate Management
Transaction.

         "Financial Undertaking" of a Person means (i) any transaction which is
the functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheet of such Person, or (ii)
any agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, exchange rates or
forward rates applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, interest rate exchange agreements,
forward currency exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options.

         "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) ABR Applicable Margin for such day,
in each case changing when and as the Alternate Base Rate changes.

         "Floating Rate Advance" means an Advance which bears interest at the
Floating Rate.

         "Floating Rate Loan" means a Loan which bears interest at the Floating
Rate.

         "Funds From Operations" shall have the meaning determined from time to
time by the National Association of Real Estate Investment Trusts to be the
meaning most commonly used by its members.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time, applied in a manner consistent
with that used in preparing the financial statements referred to in Section 6.1.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Guarantee Obligation" means, as to any Person (the "guaranteeing
person"), any obligation (determined without duplication) of (a) the
guaranteeing person or (b) another Person (including, without limitation, any
bank under any Letter of Credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counter-indemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefore,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the maximum stated
amount of the primary obligation relating to such Guarantee Obligation (or, if
less, the maximum stated liability set forth in the instrument

                                       7
<PAGE>

embodying such Guarantee Obligation), provided, that in the absence of any such
stated amount or stated liability, the amount of such Guarantee Obligation shall
be such guaranteeing person's maximum reasonably anticipated liability in
respect thereof as determined by the Borrower in good faith.

         "Guaranty" means the guaranty to be executed and delivered by Glimcher
Realty Trust and Glimcher Properties Corporation substantially in the form of
Exhibit D, as the same may be amended, supplemented or modified from time to
time.

         "Guarantors" means the Parent Entities.

         "Indebtedness" of any Person at any date means without duplication, (a)
all indebtedness of such Person for borrowed money including without limitation
any repurchase obligation or liability of such Person with respect to
securities, accounts or notes receivable sold by such Person, (b) all
obligations of such Person for the deferred purchase price of property or
services (other than current trade liabilities incurred in the ordinary course
of business and payable in accordance with customary practices), to the extent
such obligations constitute indebtedness for the purposes of GAAP, (c) any other
indebtedness of such Person which is evidenced by a note, bond, debenture or
similar instrument, (d) all Capitalized Lease Obligations, (e) all obligations
of such Person in respect of acceptances issued or created for the account of
such Person, (f) all Guarantee Obligations of such Person (excluding in any
calculation of consolidated Indebtedness of the Consolidated Group, Guarantee
Obligations of one member of the Consolidated Group in respect of primary
obligations of any other member of the Consolidated Group), (g) all
reimbursement obligations of such Person for letters of credit and other
contingent liabilities, (h) any Net Mark-to-Market Exposure and (i) all
liabilities secured by any lien (other than liens for taxes not yet due and
payable) on any property owned by such Person even though such Person has not
assumed or otherwise become liable for the payment thereof.

         "Initial Unencumbered Assets" means the Projects described on Schedule
1 attached hereto and made a part hereof which are not encumbered by any Lien
securing Indebtedness as of the Agreement Effective Date.

         "Interest Period" means a LIBOR Interest Period.

         "Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers and employees made in the
ordinary course of business), extension of credit (other than accounts
receivable arising in the ordinary course of business on terms customary in the
trade), deposit account or contribution of capital by such Person to any other
Person or any investment in, or purchase or other acquisition of, the stock,
partnership interests, notes, debentures or other securities of any other Person
made by such Person.

         "Investment Affiliate" means any Person in which the Consolidated
Group, directly or indirectly, has any ownership interest, whose financial
results are not consolidated under GAAP with the financial results of the
Consolidated Group.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement, their respective successors and assigns, any other lending
institutions that subsequently become parties to this Agreement, provided that
the term "Lender" shall exclude each such Designated Lender when used in the
reference to the Commitments or terms relating to the Commitments.

                                       8
<PAGE>

         "Lending Installation" means, with respect to a Lender, any office,
branch, subsidiary or affiliate of such Lender.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "LIBOR Applicable Margin" means, with respect to any Advance made
hereunder, (i) one and ninety one-hundredths of one percent (1.90%) per annum
for the first sixty (60) days after the Borrowing Date of such Advance and (ii)
two and three-quarters of one percent (2.75%) for the sixty-first (61st) day
after the Borrowing Date of such Advance and for each day thereafter until such
Advance is repaid in full, provided that if such sixty-first day is not a
Business Day the LIBOR Applicable Margin shall instead increase on the first
Business Day immediately following such day.

         "LIBOR Base Rate" means, the rate (rounded upwards to the nearest
1/16th) with respect to a LIBOR Rate Advance for the relevant LIBOR Interest
Period, the applicable British Bankers' Association LIBOR rate for deposits in
U.S. dollars as reported by any generally recognized financial information
service as of 11:00 a.m. (London time) two Business Days prior to the first day
of such LIBOR Interest Period, and having a maturity equal to such LIBOR
Interest Period, provided that, if no such British Bankers' Association LIBOR
rate is available to the Administrative Agent, the applicable LIBOR Base Rate
for the relevant LIBOR Interest Period shall instead be the rate determined by
the Administrative Agent to be the rate at which KeyBank or one of its Affiliate
banks offers to place deposits in U.S. dollars with first-class banks in the
London interbank market at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such LIBOR Interest Period, in the approximate
amount of KeyBank's relevant LIBOR Rate Loan and having a maturity equal to such
LIBOR Interest Period.

         "LIBOR Interest Period" means, with respect to each amount bearing
interest at a LIBOR based rate, a period of one, two, three or six months, to
the extent deposits with such maturities are available to the Lenders,
commencing on a Business Day, as selected by the Borrower; provided, however,
that any LIBOR Interest Period which begins on a day for which there is no
numerically corresponding date in the calendar month in which such LIBOR
Interest Period would otherwise end shall instead end on the last Business Day
of such calendar month. Notwithstanding the foregoing, at any one time there
will be no more than three (3) LIBOR Interest Periods outstanding.

         "LIBOR Rate" means, for any LIBOR Interest Period, the sum of (A) the
LIBOR Base Rate applicable thereto divided by one minus the then-current Reserve
Requirement and (B) the LIBOR Applicable Margin.

         "LIBOR Rate Advance" means an Advance which bears interest at a LIBOR
Rate.

         "LIBOR Rate Loan" means a Loan which bears interest at a LIBOR Rate.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other title retention
agreement).

         "Loan" means, with respect to a Lender, such Lender's portion of any
Advance.

                                       9
<PAGE>

         "Loan Documents" means this Agreement, the Notes, the Guaranty and any
other document from time to time evidencing or securing indebtedness incurred by
the Borrower under this Agreement, as any of the foregoing may be amended or
modified from time to time.

         "Loan Parties" means the Borrower and the Parent Entities.

         "Material Adverse Effect" means, in the Administrative Agent's
reasonable discretion, a material adverse effect on (i) the business, property
or condition (financial or otherwise) of the Consolidated Group, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents.

         "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation, but excluding
substances of kinds and amounts ordinarily used or stored in similar properties
for the purposes of cleaning or other maintenance or operations or as inventory
of tenants and otherwise in compliance with all Environmental Laws.

         "Maximum Legal Rate" means the maximum nonusurious interest rate, if
any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the indebtedness evidenced by the Notes and as
provided for herein or in the Notes or other Loan Documents, under the laws of
such state or states whose laws are held by any court of competent jurisdiction
to govern the interest rate provisions hereof.

         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "Net Mark-to-Market Exposure" of a Person means, as of any date of
determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions or any other
Financial Contract. "Unrealized losses" means the fair market value of the cost
to such Person of replacing such Rate Management Transaction or other Financial
Contract as of the date of determination (assuming the Rate Management
Transaction or other Financial Contract were to be terminated as of that date),
and "unrealized profits" means the fair market value of the gain to such Person
of replacing such Rate Management Transaction or other Financial Contract as of
the date of determination (assuming such Rate Management Transaction or other
Financial Contract were to be terminated as of that date).

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" means a promissory note, in substantially the form of Exhibit A
hereto, duly executed by the Borrower and payable to the order of a Lender in
the amount of its Commitment, including any amendment, modification, renewal or
replacement of such promissory note.

         "Notice of Assignment" is defined in Section 12.3.2.

                                       10
<PAGE>

         "Obligations" means the Advances and all accrued and unpaid fees and
all other obligations of Borrower to the Administrative Agent or the Lenders
arising under this Agreement or any of the other Loan Documents.

         "Other Taxes" is defined in Section 3.5(ii).

         "Participants" is defined in Section 12.2.1.

         "Parent Entities" means Glimcher Realty Trust and Glimcher Properties
Corporation.

         "Payment Date" means, with respect to the payment of interest accrued
on any Advance, the fifteenth day of each calendar month.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Percentage" means for each Lender the ratio that such Lender's
Commitment bears to the Aggregate Commitment, expressed as a percentage.

         "Permitted Acquisitions" are defined in Section 6.15.

         "Permitted Liens" are defined in Section 6.16.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, association, enterprise, trust or other entity or organization, or
any government or political subdivision or any agency, department or
instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

         "Preferred Dividends" means, with respect to any entity, dividends or
other distributions which are payable to holders of any ownership interests in
such entity which entitle the holders of such ownership interests to be paid on
a preferred basis prior to dividends or other distributions to the holders of
other types of ownership interests in such entity.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
publicly announced from time to time by KeyBank or its parent as its prime rate
(which is not necessarily the lowest rate charged to any customer), changing
when and as said prime rate changes. In the event that there is a successor to
the Administrative Agent by merger, or the Administrative Agent assigns its
duties and obligations to an Affiliate, then the term "Prime Rate" as used in
this Agreement shall mean the prime rate, base rate or other analogous rate of
the new Administrative Agent.

         "Project" means any real estate asset owned by the Borrower or any of
its Subsidiaries or any Investment Affiliate, and operated or intended to be
operated as a retail property.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Purchasers" is defined in Section 12.3.1.

                                       11
<PAGE>

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into by the
Borrower which is a rate swap, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures.

         "Recourse Indebtedness" means any Indebtedness of the Borrower or any
other member of the Consolidated Group with respect to which the liability of
the obligor is not limited to the obligor's interest in specified assets
securing such Indebtedness, subject to customary limited exceptions for certain
acts or types of liability.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Required Lenders" means Lenders in the aggregate having at least 66
2/3% of the Aggregate Commitment or, if the Aggregate Commitment has been
terminated, Lenders in the aggregate holding at least 66 2/3% of the aggregate
unpaid principal amount of the outstanding Advances.

         "Reserve Requirement" means, with respect to a LIBOR Rate Loan and
LIBOR Interest Period, that percentage (expressed as a decimal) which is in
effect on such day, as prescribed by the Federal Reserve Board or other
governmental authority or agency having jurisdiction with respect thereto for
determining the maximum reserves (including, without limitation, basic,
supplemental, marginal and emergency reserves) for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D) maintained
by a member bank of the Federal Reserve System.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Secured Credit Agreement" means the Credit Agreement of even date
herewith by and among Borrower, KeyBank National Association, individually and
as agent and certain other lenders.

                                       12
<PAGE>

         "Secured Revolver" means that certain $150,000,000 secured, revolving
credit facility established by the Secured Credit Agreement.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "S&P" means Standard & Poor's Ratings Group and its successors.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled. Unless otherwise
expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of the Borrower.

         "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which represents more than 10% of
then-current "Total Asset Value" (as such term is defined in the Secured Credit
Agreement).

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Transferee" is defined in Section 12.4.

         "Type" means, with respect to any Advance, its nature as a Floating
Rate Advance or LIBOR Rate Advance.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested nonforfeitable benefits under all Single Employer Plans
exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, association, joint venture
or similar business organization 100% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

                                       13
<PAGE>

                                   ARTICLE II

                                   THE CREDIT

         2.1      Generally. Subject to the terms and conditions of this
Agreement, Lenders severally agree to make Advances through the Administrative
Agent to Borrower from time to time prior to the Facility Termination Date,
provided that the making of any such Advance will not cause the then-current
Allocated Facility Amount to exceed the then-current Commitment Availability.

The Advances may be ratable Floating Rate Advances or ratable LIBOR Rate
Advances. Each Lender shall fund its Percentage of each such Advance and no
Lender will be required to fund any amounts which, when aggregated with such
Lender's Percentage of all other Advances then outstanding would exceed such
Lender's then-current Commitment. This facility ("Facility") is a revolving
credit facility and, subject to the provisions of this Agreement, Borrower may
request Advances hereunder, repay such Advances and reborrow Advances at any
time prior to the Facility Termination Date.

         2.2      Ratable and Non Ratable Advances. Each Advance hereunder shall
consist of Loans made from the several Lenders ratably in proportion to the
ratio their respective Commitments bear to the Aggregate Commitment. The ratable
Advances may be Floating Rate Advances, LIBOR Rate Advances or a combination
thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9.

         2.3      Final Principal Payment. Any outstanding Advances and all
other unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date.

         2.4      Identification of Acquisition. The Borrowing Notice (as
defined below) with respect to each Advance will be accompanied by all
information reasonably requested by the Administrative Agent regarding the
Project or Projects being acquired directly (or indirectly through the purchase
of ownership interests in the entities owning such Project or Projects) in full
or in part with the proceeds of such Advance, including, without limitation, a
rent roll, operating statements and the relevant purchase contract.

         2.5      Intentionally Omitted.

         2.6      Minimum Amount of Each Advance. Each Advance shall be in the
minimum amount of $200,000; provided, however, that, subject to Section 2.1, any
Floating Rate Advance may be in the amount of the unused Aggregate Commitment.

         2.7      Optional Prepayments; Mandatory Prepayments; Release of
Properties.

         (a)      The Borrower may, upon at least one (1) Business Day's notice
to the Administrative Agent, prepay the Advances, which notice shall specify the
date and amount of prepayment and whether the prepayment is of LIBOR Rate
Advances, Floating Rate Advances, or a combination thereof, and if a combination
thereof, the amount allocable to each; provided, however, that (i) any partial
prepayment under this Subsection shall be in an amount not less than $1,000,000
or a whole multiple of $100,000 in excess thereof and; (ii) any LIBOR Rate
Advance prepaid on any day other than the last day of the applicable LIBOR
Interest Period must be accompanied by any amounts payable pursuant to Section

                                       14
<PAGE>

3.4. Upon receipt of any such notice the Administrative Agent shall promptly
notify each Lender thereof. If any such notice is given, the amount specified in
such notice shall be due and payable on the date specified therein, together
with any amounts payable pursuant to Section 3.4.

         (b)      If on any Business Day the Allocated Facility Amount exceeds
the then-current Commitment Availability or the then current Aggregate
Commitment, whether due to an increase in the "Borrowing Base Availability"
under the Secured Credit Agreement (as such term is defined therein) or
otherwise, then, the Borrower shall make a mandatory prepayment of the Loans in
an amount equal to such excess no later than the end of such Business Day. The
failure of the Borrower to make any prepayment as required under this subsection
shall constitute a Default under this Agreement. Each prepayment required to be
made under this subsection shall include any amounts payable pursuant to Section
3.4. Such prepayment shall be of applied first to Floating Rate Advances and
then to LIBOR Rate Advances.

         2.8      Method of Selecting Types and Interest Periods for New
Advances. The Borrower shall select the Type of Advance and, in the case of each
LIBOR Rate Advance, the Interest Period applicable to each Advance from time to
time. The Borrower shall give the Administrative Agent irrevocable notice (a
"Borrowing Notice") in the form attached as Exhibit G hereto (i) not later than
1:00 p.m. Cleveland time on the Business Day immediately preceding the Borrowing
Date of each Floating Rate Advance and (ii) not later than noon Cleveland time,
at least three (3) Business Days before the Borrowing Date for each LIBOR Rate
Advance of:

                  (i)      the Borrowing Date, which shall be a Business Day, of
         such Advance,

                  (ii)     the aggregate amount of such Advance,

                  (iii)    the Type of Advance selected, and

                  (iv)     in the case of each LIBOR Rate Advance, the LIBOR
         Interest Period applicable thereto.

         Each Lender shall make available its Loan or Loans, in funds
immediately available in Cleveland to the Administrative Agent at its address
specified pursuant to Article XIII on each Borrowing Date not later than (i)
11:00 a.m. (Cleveland time), in the case of Floating Rate Advances which have
been requested by a Borrowing Notice given to the Administrative Agent not later
than 1:00 p.m. (Cleveland time) on the Business Day immediately preceding such
Borrowing Date, or (ii) noon (Cleveland time) in the case of all other Advances.
The Administrative Agent will make the funds so received from the Lenders
available to the Borrower at the Administrative Agent's aforesaid address.

         No Interest Period may end after the Facility Termination Date and,
unless the Lenders otherwise agree in writing, in no event may there be more
than three (3) different Interest Periods for LIBOR Rate Advances outstanding at
any one time.

         2.9      Conversion and Continuation of Outstanding Advances. Floating
Rate Advances shall continue as Floating Rate Advances unless and until such
Floating Rate Advances are converted into LIBOR Rate Advances. Each LIBOR Rate
Advance shall continue as a LIBOR Rate Advance until the end of the then
applicable LIBOR Interest Period therefore, at which time such LIBOR Rate
Advance shall be automatically converted into a Floating Rate Advance unless the
Borrower shall have given the

                                       15
<PAGE>

Administrative Agent a Conversion/Continuation Notice requesting that, at the
end of such LIBOR Interest Period, such LIBOR Rate Advance either continue as a
LIBOR Rate Advance for the same or another Interest Period or be converted to an
Advance of another Type. Subject to the terms of Section 2.6, the Borrower may
elect from time to time to convert all or any part of an Advance of any Type
into any other Type or Types of Advances; provided that any conversion of any
LIBOR Rate Advance shall be made on, and only on, the last day of the Interest
Period applicable thereto. The Borrower shall give the Administrative Agent
irrevocable notice (a "Conversion/Continuation Notice") of each conversion of an
Advance to a LIBOR Rate Advance or continuation of a LIBOR Rate Advance not
later than 11:00 a.m. (Cleveland time), at least three Business Days, in the
case of a conversion into or continuation of a LIBOR Rate Advance, prior to the
date of the requested conversion or continuation, specifying:

                  (i)      the requested date which shall be a Business Day, of
         such conversion or continuation;

                  (ii)     the aggregate amount and Type of the Advance which is
         to be converted or continued; and

                  (iii)    the amount and Type(s) of Advance(s) into which such
         Advance is to be converted or continued and, in the case of a
         conversion into or continuation of a LIBOR Rate Advance, the duration
         of the LIBOR Interest Period applicable thereto.

         2.10     Changes in Interest Rate, Etc. Each Floating Rate Advance
shall bear interest on the outstanding principal amount thereof, for each day
from and including the date such Advance is made or is converted from a LIBOR
Rate Advance into a Floating Rate Advance pursuant to Section 2.9 to but
excluding the date it becomes due or is converted into a LIBOR Rate Advance
pursuant to Section 2.9 hereof, at a rate per annum equal to the Floating Rate
for such day. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with each
change in the Alternate Base Rate. Each LIBOR Rate Advance shall bear interest
from and including the first day of the LIBOR Interest Period applicable thereto
to (but not including) the last day of such LIBOR Interest Period at the
interest rate determined as applicable to such LIBOR Rate Advance.

         2.11     Rates Applicable After Default. Notwithstanding anything to
the contrary contained in Section 2.8 or 2.9, during the continuance of a
Default or Unmatured Default the Required Lenders may, at their option, by
notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that no
Advance may be made as, converted into or continued as a LIBOR Rate Advance.
During the continuance of a Default the Required Lenders may, at their option,
by notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 8.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that the
Default Rate shall apply, provided, however, that the Default Rate shall become
applicable automatically if a Default occurs under Section 7.1 or 7.2, unless
waived by the Required Lenders.

         2.12     Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative Agent at the Administrative Agent's
address specified pursuant to Article XIII, or at any other

                                       16
<PAGE>

Lending Installation of the Administrative Agent specified in writing at least
three (3) Business Days in advance by the Administrative Agent to the Borrower,
by noon (Cleveland time) on the date when due and shall be applied ratably by
the Administrative Agent among the Lenders. As provided elsewhere herein, all
Lenders' interests in the Advances and the Loan Documents shall be ratable
undivided interests and none of such Lenders' interests shall have priority over
the others. Each payment delivered to the Administrative Agent for the account
of any Lender or amount to be applied or paid by the Administrative Agent to any
Lender shall be paid promptly (on the same day as received by the Administrative
Agent if received prior to noon (Cleveland time) on such day and otherwise on
the next Business Day) by the Administrative Agent to such Lender in the same
type of funds that the Administrative Agent received at its address specified
pursuant to Article XIII or at any Lending Installation specified in a notice
received by the Administrative Agent from such Lender. Payments received by the
Administrative Agent but not timely funded to the Lenders shall bear interest
payable by the Administrative Agent at the Federal Funds Effective Rate from the
date due until the date paid. The Administrative Agent is hereby authorized to
charge the account of the Borrower maintained with KeyBank for each payment of
principal, interest and fees as it becomes due hereunder.

         2.13     Notes; Telephonic Notices. Each Lender is hereby authorized to
record the principal amount of each of its Loans and each repayment on the
schedule attached to its Note, provided, however, that the failure to so record
shall not affect the Borrower's obligations under such Note. The Borrower hereby
authorizes the Lenders and the Administrative Agent to extend, convert or
continue Advances, effect selections of Types of Advances and to transfer funds
based on written notices made by any Authorized Officer and Borrower agrees to
deliver promptly to the Administrative Agent such written notice. The
Administrative Agent will at the request of the Borrower, from time to time, but
not more often than monthly, provide notice of the amount of the outstanding
Aggregate Commitment, the Type of Advance, and the applicable interest rate, if
for a LIBOR Rate Advance. Upon a Lender's furnishing to Borrower an affidavit to
such effect, if a Note is mutilated, destroyed, lost or stolen, Borrower shall
deliver to such Lender, in substitution therefore, a new note containing the
same terms and conditions as such Note being replaced.

         2.14     Interest Payment Dates; Interest Basis. Interest accrued on
each Advance shall be payable on each Payment Date, commencing with the first
such date to occur after the date hereof, at maturity, whether by acceleration
or otherwise, and upon any termination of the Aggregate Commitment in its
entirety under Section 2.1 hereof. Interest shall be calculated for actual days
elapsed on the basis of a 360-day year. Interest shall be payable for the day an
Advance is made but not for the day of any payment on the amount paid if payment
is received prior to noon (Cleveland time) at the place of payment. If any
payment of principal of or interest on an Advance shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and, in the case of a principal payment, such extension of time
shall be included in computing interest in connection with such payment.

         2.15     Notification of Advances, Interest Rates and Prepayments. The
Administrative Agent will notify each Lender of the contents of each Borrowing
Notice, Conversion/Continuation Notice, and repayment notice received by it
hereunder not later than the close of business on the Business Day such notice
is received by the Administrative Agent. The Administrative Agent will notify
each Lender of the interest rate applicable to each LIBOR Rate Advance promptly
upon determination of such interest rate and will give each Lender prompt notice
of each change in the Alternate Base Rate

                                       17
<PAGE>

         2.16     Intentionally Omitted.

         2.17     Lending Installations. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Notes shall be deemed held by each Lender for
the benefit of such Lending Installation. Each Lender may, by written or telex
notice at least three (3) Business Days in advance to the Administrative Agent
and the Borrower, designate a Lending Installation through which Loans will be
made by it and for whose account Loan payments are to be made.

         2.18     Non-Receipt of Funds by the Administrative Agent. Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the time at which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If such Lender or the Borrower, as the case may be, has not in fact
made such payment to the Administrative Agent, the recipient of such payment
shall, on demand by the Administrative Agent, repay to the Administrative Agent
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Administrative Agent until the date the Administrative Agent recovers
such amount at a rate per annum equal to (i) in the case of payment by a Lender,
the Federal Funds Effective Rate for such day or (ii) in the case of payment by
the Borrower, the interest rate applicable to the relevant Loan. If such Lender
so repays such amount and interest thereon to the Administrative Agent within
one Business Day after such demand, all interest accruing on the Loan not funded
by such Lender during such period shall be payable to such Lender when received
from the Borrower.

         2.19     Replacement of Lenders under Certain Circumstances. The
Borrower shall be permitted to replace any Lender which (a) is not capable of
receiving payments without any deduction or withholding of United States federal
income tax pursuant to Section 3.5, or (b) cannot maintain its LIBOR Rate Loans
at a suitable Lending Installation pursuant to Section 3.3, with a replacement
bank or other financial institution; provided that (i) such replacement does not
conflict with any applicable legal or regulatory requirements affecting the
Lenders, (ii) no Default or (after notice thereof to the Borrower) no Unmatured
Default shall have occurred and be continuing at the time of such replacement,
(iii) the Borrower shall repay (or the replacement bank or institution shall
purchase, at par) all Loans and other amounts owing to such replaced Lender
prior to the date of replacement, (iv) the Borrower shall be liable to such
replaced Lender under Sections 3.4 and 3.6 if any LIBOR Rate Loan owing to such
replaced Lender shall be prepaid (or purchased) other than on the last day of
the Interest Period relating thereto, (v) the replacement bank or institution,
if not already a Lender, and the terms and conditions of such replacement, shall
be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
Section 12.3 (provided that the Borrower shall be obligated to pay the
processing fee referred to therein), (vii) until such time as such replacement
shall be consummated, the Borrower shall pay all additional amounts (if any)
required pursuant to Section 3.5 and (viii) any such replacement shall not be
deemed to be a waiver of any rights which the Borrower, the Administrative Agent
or any other Lender shall have against the replaced Lender.

                                       18
<PAGE>

         2.20     Intentionally Omitted.

         2.21     Usury. This Agreement and each Note are subject to the express
condition that at no time shall Borrower be obligated or required to pay
interest on the principal balance of the Loan at a rate which could subject any
Lender to either civil or criminal liability as a result of being in excess of
the Maximum Legal Rate. If by the terms of this Agreement or the Loan Documents,
Borrower is at any time required or obligated to pay interest on the principal
balance due hereunder at a rate in excess of the Maximum Legal Rate, the
interest rate or the Default Rate, as the case may be, shall be deemed to be
immediately reduced to the Maximum Legal Rate and all previous payments in
excess of the Maximum Legal Rate shall be deemed to have been payments in
reduction of principal and not on account of the interest due hereunder. All
sums paid or agreed to be paid to Lender for the use, forbearance, or detention
of the sums due under the Loan, shall, to the extent permitted by applicable
law, be amortized, prorated, allocated, and spread throughout the full stated
term of the Loan until payment in full so that the rate or amount of interest on
account of the Loan does not exceed the Maximum Legal Rate of interest from time
to time in effect and applicable to the Loan for so long as the Loan is
outstanding.

                                  ARTICLE III

                            CHANGE IN CIRCUMSTANCES

         3.1      Yield Protection. If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation with any request or directive (whether
or not having the force of law) of any such authority, central bank or
comparable agency:

                  (i)      subjects any Lender or any applicable Lending
         Installation to any Taxes, or changes the basis of taxation of payments
         (other than with respect to Excluded Taxes) to any Lender in respect of
         its LIBOR Rate Loans, or

                  (ii)     imposes or increases or deems applicable any reserve,
         assessment, insurance charge, special deposit or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended by, any Lender or any applicable Lending Installation (other
         than the Reserve Requirement and any other reserves and assessments
         taken into account in determining the interest rate applicable to LIBOR
         Rate Advances), or

                  (iii)    imposes any other condition the direct result of
         which is to increase the cost to any Lender or any applicable Lending
         Installation of making, funding or maintaining its LIBOR Rate Loans, or
         reduces any amount receivable by any Lender or any applicable Lending
         Installation in connection with its LIBOR Rate Loans, or requires any
         Lender or any applicable Lending Installation to make any payment
         calculated by reference to the amount of LIBOR Rate Loans, by a
         material amount.

                                       19
<PAGE>

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation, as the case may be, of making or maintaining
its LIBOR Rate Loans or Commitment or to reduce the return received by such
Lender or applicable Lending Installation in connection with such LIBOR Rate
Loans or Commitment, then, within 15 days of demand by such Lender, the Borrower
shall pay such Lender such additional amount or amounts as will compensate such
Lender for such increased cost or reduction in amount received.

         3.2      Changes in Capital Adequacy Regulations. If a Lender in good
faith determines the amount of capital required or expected to be maintained by
such Lender, any Lending Installation of such Lender or any corporation
controlling such Lender is increased as a result of a Change (as hereinafter
defined), then, within 15 days of demand by such Lender, the Borrower shall pay
such Lender the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender in good faith
determines is attributable to this Agreement, its outstanding credit exposure
hereunder or its obligation to make Loans hereunder (after taking into account
such Lender's policies as to capital adequacy). "Change" means (i) any change
after the date of this Agreement in the Risk-Based Capital Guidelines (as
hereinafter defined) or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy, guideline,
interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

         3.3      Availability of Types of Advances. If any Lender in good faith
determines that maintenance of any of its LIBOR Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, the Administrative Agent shall, with
written notice to Borrower, suspend the availability of the affected Type of
Advance and require any LIBOR Rate Advances of the affected Type to be repaid;
or if the Required Lenders in good faith determine that (i) deposits of a type
or maturity appropriate to match fund LIBOR Rate Advances are not available, the
Administrative Agent shall, with written notice to Borrower, suspend the
availability of the affected Type of Advance with respect to any LIBOR Rate
Advances made after the date of any such determination, or (ii) an interest rate
applicable to a Type of Advance does not accurately reflect the cost of making a
LIBOR Rate Advance of such Type, then, if for any reason whatsoever the
provisions of Section 3.1 are inapplicable, the Administrative Agent shall, with
written notice to Borrower, suspend the availability of the affected Type of
Advance with respect to any LIBOR Rate Advances made after the date of any such
determination. If the Borrower is required to so repay a LIBOR Rate Advance, the
Borrower may concurrently with such repayment borrow from the Lenders, in the
amount of such repayment, a Loan bearing interest at the Floating Rate.

         3.4      Funding Indemnification. If any payment of a ratable LIBOR
Rate Advance occurs on a date which is not the last day of the applicable
Interest Period, whether because of acceleration, prepayment or otherwise, or a
ratable LIBOR Rate Advance is not made on the date specified by the Borrower for
any reason other than default by the Lenders or as a result of unavailability
pursuant to Section 3.3, the Borrower will indemnify each Lender for any loss or
cost incurred by it resulting

                                       20
<PAGE>

therefrom, including, without limitation, any loss or cost (incurred or expected
to be incurred) in liquidating or employing deposits acquired to fund or
maintain the ratable LIBOR Rate Advance and shall pay all such losses or costs
within fifteen (15) days after written demand therefore.

         3.5      Taxes.

                  (i)      All payments by the Borrower to or for the account of
         any Lender or the Administrative Agent hereunder or under any Note
         shall be made free and clear of and without deduction for any and all
         Taxes. If the Borrower shall be required by law to deduct any Taxes
         from or in respect of any sum payable hereunder to any Lender or the
         Administrative Agent, (a) the sum payable shall be increased as
         necessary so that after making all required deductions (including
         deductions applicable to additional sums payable under this Section
         3.5) such Lender or the Administrative Agent (as the case may be)
         receives an amount equal to the sum it would have received had no such
         deductions been made, (b) the Borrower shall make such deductions, (c)
         the Borrower shall pay the full amount deducted to the relevant
         authority in accordance with applicable law and (d) the Borrower shall
         furnish to the Administrative Agent the original copy of a receipt
         evidencing payment thereof within 30 days after such payment is made.

                  (ii)     In addition, the Borrower hereby agrees to pay any
         present or future stamp or documentary taxes and any other excise or
         property taxes, charges or similar levies which arise from any payment
         made hereunder or under any Note or from the execution or delivery of,
         or otherwise with respect to, this Agreement or any Note ("Other
         Taxes").

                  (iii)    The Borrower hereby agrees to indemnify the
         Administrative Agent and each Lender for the full amount of Taxes or
         Other Taxes (including, without limitation, any Taxes or Other Taxes
         imposed on amounts payable under this Section 3.5) paid by the
         Administrative Agent or such Lender and any liability (including
         penalties, interest and expenses) arising therefrom or with respect
         thereto. Payments due under this indemnification shall be made within
         30 days of the date the Administrative Agent or such Lender makes
         demand therefore pursuant to Section 3.6.

                  (iv)     Each Lender that is not incorporated under the laws
         of the United States of America or a state thereof (each a "Non-U.S.
         Lender") agrees that it will, not more than ten Business Days after the
         Agreement Execution Date, (i) deliver to each of the Borrower and the
         Administrative Agent two duly completed copies of United States
         Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either
         case that such Lender is entitled to receive payments under this
         Agreement without deduction or withholding of any United States federal
         income taxes, and (ii) deliver to each of the Borrower and the
         Administrative Agent a United States Internal Revenue Form W-8 or W-9,
         as the case may be, and certify that it is entitled to an exemption
         from United States backup withholding tax. Each Non-U.S. Lender further
         undertakes to deliver to each of the Borrower and the Administrative
         Agent (x) renewals or additional copies of such form (or any successor
         form) on or before the date that such form expires or becomes obsolete,
         and (y) after the occurrence of any event requiring a change in the
         most recent forms so delivered by it, such additional forms or
         amendments thereto as may be reasonably requested by the Borrower or
         the Administrative Agent. All forms or amendments described in the
         preceding sentence shall certify that such Lender is entitled to
         receive payments under this Agreement without deduction or withholding
         of any United States federal income taxes, unless an event (including
         without limitation any change in treaty, law or regulation) has

                                       21
<PAGE>

         occurred prior to the date on which any such delivery would otherwise
         be required which renders all such forms inapplicable or which would
         prevent such Lender from duly completing and delivering any such form
         or amendment with respect to it and such Lender advises the Borrower
         and the Administrative Agent that it is not capable of receiving
         payments without any deduction or withholding of United States federal
         income tax.

                  (v)      For any period during which a Non-U.S. Lender has
         failed to provide the Borrower with an appropriate form pursuant to
         clause (iv), above (unless such failure is due to a change in treaty,
         law or regulation, or any change in the interpretation or
         administration thereof by any governmental authority, occurring
         subsequent to the date on which a form originally was required to be
         provided), such Non-U.S. Lender shall not be entitled to
         indemnification under this Section 3.5 with respect to Taxes imposed by
         the United States.

                  (vi)     Any Lender that is entitled to an exemption from or
         reduction of withholding tax with respect to payments under this
         Agreement or any Note pursuant to the law of any relevant jurisdiction
         or any treaty shall deliver to the Borrower (with a copy to the
         Administrative Agent), at the time or times prescribed by applicable
         law, such properly completed and executed documentation prescribed by
         applicable law as will permit such payments to be made without
         withholding or at a reduced rate following receipt of such
         documentation.

                  (vii)    If the U.S. Internal Revenue Service or any other
         governmental authority of the United States or any other country or any
         political subdivision thereof asserts a claim that the Administrative
         Agent did not properly withhold tax from amounts paid to or for the
         account of any Lender (because the appropriate form was not delivered
         or properly completed, because such Lender failed to notify the
         Administrative Agent of a change in circumstances which rendered its
         exemption from withholding ineffective, or for any other reason), such
         Lender shall indemnify the Administrative Agent fully for all amounts
         paid, directly or indirectly, by the Administrative Agent as tax,
         withholding therefore, or otherwise, including penalties and interest,
         and including taxes imposed by any jurisdiction on amounts payable to
         the Administrative Agent under this subsection, together with all costs
         and expenses related thereto (including attorneys fees and time charges
         of attorneys for the Administrative Agent, which attorneys may be
         employees of the Administrative Agent). The obligations of the Lenders
         under this Section 3.5(vii) shall survive the payment of the
         Obligations and termination of this Agreement and any such Lender
         obligated to indemnify the Administrative Agent shall not be entitled
         to indemnification from the Borrower with respect to such amounts,
         whether pursuant to this Article or otherwise, except to the extent the
         Borrower participated in the actions giving rise to such liability.

         3.6      Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its LIBOR Rate Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of LIBOR Rate Advances under Section 3.3, so long as such
designation is not, in the reasonable judgment of such Lender, disadvantageous
to such Lender. Each Lender shall deliver a written statement of such Lender to
the Borrower (with a copy to the Administrative Agent) as to the amount due, if
any, under Sections 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth
in reasonable detail the calculations upon which such Lender determined such
amount and shall be final, conclusive and binding on the Borrower in the absence
of manifest error. Determination of amounts payable under such Sections in
connection with a LIBOR Rate Loan shall be calculated as though each

                                       22
<PAGE>

Lender funded its LIBOR Rate Loan through the purchase of a deposit of the type
and maturity corresponding to the deposit used as a reference in determining the
LIBOR Rate applicable to such Loan, whether in fact that is the case or not.
Unless otherwise provided herein, the amount specified in the written statement
of any Lender shall be payable on demand after receipt by the Borrower of such
written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4
and 3.5 shall survive payment of the Obligations and termination of this
Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1      Initial Advance. The Lenders shall not be required to make the
initial Advance hereunder unless the Borrower shall have furnished to the
Administrative Agent, with sufficient copies for the Lenders, the following:

                  (i)      The duly executed originals of the Loan Documents,
         including the Notes, payable to the order of each of the Lenders, this
         Agreement and the Guaranty;

                  (ii)     (A) Certificates of good standing for the Borrower
         and each Guarantor, from the State of Delaware for the Borrower and the
         states of organization of each Guarantor, certified by the appropriate
         governmental officer and dated not more than thirty (30) days prior to
         the Agreement Execution Date, and (B) foreign qualification
         certificates for the Borrower and each Guarantor, certified by the
         appropriate governmental officer and dated not more than thirty (30)
         days prior to the Agreement Execution Date, for each other jurisdiction
         where the failure of the Borrower or such Guarantor to so qualify or be
         licensed (if required) would have a Material Adverse Effect;

                  (iii)    Copies of the formation documents (including code of
         regulations, if appropriate) of the Borrower and the Guarantors,
         certified by an officer of the Borrower Entity or such Guarantor, as
         appropriate, together with all amendments thereto;

                  (iv)     Incumbency certificates, executed by officers of the
         Borrower and the Guarantors, which shall identify by name and title and
         bear the signature of the Persons authorized to sign the Loan Documents
         and to make borrowings hereunder on behalf of such parities, upon which
         certificate the Administrative Agent and the Lenders shall be entitled
         to rely until informed of any change in writing by the Borrower or
         Guarantor;

                  (v)      Copies, certified by a Secretary or an Assistant
         Secretary of the Borrower and each Guarantor, of the Board of
         Directors' resolutions (and resolutions of other bodies, if any are
         reasonably deemed necessary by counsel for the Administrative Agent)
         authorizing the Advances provided for herein, with respect to the
         Borrower, and the execution, delivery and performance of the Loan
         Documents to be executed and delivered by the Borrower, each Parent
         Entity and each Guarantor hereunder;

                  (vi)     A written opinion of the Borrower's and Guarantors'
         counsel, addressed to the Lenders in substantially the form of Exhibit
         F hereto or such other form as the Administrative Agent may reasonably
         approve;

                                       23
<PAGE>

                  (vii)    Evidence that the Secured Credit Agreement has been
         fully executed and delivered and all conditions to the initial advance
         thereunder have been satisfied;

                  (viii)   A certificate, signed by an Authorized Officer of the
         Borrower, stating that on the initial Borrowing Date no Default or
         Unmatured Default has occurred and is continuing, there has been no
         Material Adverse Effect, and that all representations and warranties of
         the Borrower are true and correct in all material respects as of the
         initial Borrowing Date provided that such certificate is in fact true
         and correct;

                  (ix)     The most recent financial statements of the Borrower
         and the Parent Entities:

                  (x)      UCC financing statement, judgment, and tax lien
         searches with respect to the Borrower from the state of its
         organization and the state in which its principal place of business is
         located;

                  (xi)     Written money transfer instructions, addressed to the
         Administrative Agent and signed by an Authorized Officer, together with
         such other related money transfer authorizations as the Administrative
         Agent may have reasonably requested;

                  (xii)    Such other documents as the Administrative Agent or
         its counsel may have reasonably requested, the form and substance of
         which documents shall be reasonably acceptable to the parties and their
         respective counsel.

         4.2      Each Advance. The Lenders shall not be required to make any
Advance unless on the applicable Borrowing Date:

                  (i)      There exists no Default or Unmatured Default;

                  (ii)     The representations and warranties contained in
         Article V are true and correct as of such Borrowing Date with respect
         to the Loan Parties in existence on such Borrowing Date, except to the
         extent any such representation or warranty is stated to relate solely
         to an earlier date, in which case such representation or warranty shall
         be true and correct on and as of such earlier date; and

                  (iii)    All legal matters incident to the making of such
         Advance shall be satisfactory to the Lenders and their counsel.

         Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may
require a duly completed Compliance Certificate in substantially the same form
of the Certificate attached as Exhibit B.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lenders that:

                                       24
<PAGE>

         5.1      Existence. Borrower is a limited partnership duly organized
and validly existing under the laws of the State of Delaware, with its principal
place of business in Columbus, Ohio and is duly qualified as a foreign limited
partnership, properly licensed (if required), in good standing and has all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted, except where the failure to be so qualified, licensed and
in good standing and to have the requisite authority would not have a Material
Adverse Effect. Each of the Parent Entities and Borrower's Subsidiaries are duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and have all requisite authority to conduct its
business in each jurisdiction in which its business is conducted, except where
the failure to be so qualified, licensed and in good standing and to have the
requisite authority would not have a Material Adverse Effect.

         5.2      Authorization and Validity. The Borrower has the limited
partnership power and authority and legal right to execute and deliver the Loan
Documents and to perform its obligations thereunder. The execution and delivery
by the Borrower of the Loan Documents and the performance of its obligations
thereunder have been duly authorized by proper limited partnership proceedings,
and the Loan Documents constitute legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally.

         5.3      No Conflict; Government Consent. Neither the execution and
delivery by the Borrower of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Borrower, the Parent Entities, or any of
Borrower's Subsidiaries or the Borrower's, Parent Entities' or any Subsidiary's
articles of incorporation, operating agreements, partnership agreement, or
by-laws, or the provisions of any indenture, instrument or agreement to which
the Borrower, the Parent Entities or any of Borrower's Subsidiaries is a party
or is subject, or by which it, or its Property, is bound, or conflict with or
constitute a default thereunder, except where such violation, conflict or
default would not have a Material Adverse Effect, or result in the creation or
imposition of any Lien in, of or on the Property of the Borrower, Parent Entity
or a Subsidiary pursuant to the terms of any such indenture, instrument or
agreement. No order, consent, approval, license, authorization, or validation
of, or filing, recording or registration with, or exemption by, any governmental
or public body or authority, or any subdivision thereof, is required to
authorize, or is required in connection with the execution, delivery and
performance of, or the legality, validity, binding effect or enforceability of,
any of the Loan Documents other than the filing of a copy of this Agreement.

         5.4      Financial Statements; Material Adverse Effect. All
consolidated financial statements of the Loan Parties heretofore or hereafter
delivered to the Lenders were prepared in accordance with GAAP in effect on the
preparation date of such statements and fairly present in all material respects
the consolidated financial condition and operations of the Loan Parties at such
date and the consolidated results of their operations for the period then ended,
subject, in the case of interim financial statements, to normal and customary
year-end adjustments. From the preparation date of the most recent financial
statements delivered to the Lenders through the Agreement Execution Date, there
was no change in the business, properties, or condition (financial or otherwise)
of the Borrower and its Subsidiaries which could reasonably be expected to have
a Material Adverse Effect.

         5.5      Taxes. The Loan Parties have filed all United States federal
tax returns and all other tax returns which are required to be filed and have
paid all taxes due pursuant to said returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries except such taxes, if any,
as are

                                       25
<PAGE>

being contested in good faith and as to which adequate reserves have been
provided. No tax liens have been filed and no claims are being asserted with
respect to such taxes. The charges, accruals and reserves on the books of the
Borrower and its Subsidiaries in respect of any taxes or other governmental
charges are adequate.

         5.6      Litigation and Guarantee Obligations. Except as set forth on
Schedule 3 hereto or as set forth in written notice to the Administrative Agent
from time to time, there is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending or, to the knowledge of any of
their officers, threatened against or affecting the Loan Parties which could
reasonably be expected to have a Material Adverse Effect. The Borrower has no
material contingent obligations not provided for or disclosed in the financial
statements referred to in Section 6.1 or as set forth in written notices to the
Administrative Agent given from time to time after the Agreement Execution Date
on or about the date such material contingent obligations are incurred.

         5.7      Subsidiaries. Schedule 5 hereto contains, an accurate list of
all Subsidiaries of the Borrower, setting forth their respective jurisdictions
of incorporation or formation and the percentage of their respective capital
stock or partnership or membership interest owned by the Borrower or other
Subsidiaries. All of the issued and outstanding shares of capital stock of such
Subsidiaries that are corporations have been duly authorized and issued and are
fully paid and non-assessable.

         5.8      ERISA. The Unfunded Liabilities of all Single Employer Plans
do not in the aggregate exceed $1,000,000. Neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans in excess of $250,000 in the
aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the Borrower nor any other members of the
Controlled Group has withdrawn from any Plan or initiated steps to do so, and no
steps have been taken to reorganize or terminate any Plan.

         5.9      Accuracy of Information. No information, exhibit or report
furnished by the Loan Parties to the Administrative Agent or to any Lender in
connection with the negotiation of, or compliance with, the Loan Documents
contained any material misstatement of fact or omitted to state a material fact
or any fact necessary to make the statements contained therein not misleading.

         5.10     Regulation U. The Borrower has not used the proceeds of any
Advance to buy or carry any margin stock (as defined in Regulation U) in
violation of the terms of this Agreement.

         5.11     Material Agreements. Neither the Borrower, nor the Parent
Entities, nor any Subsidiary is a party to any agreement or instrument or
subject to any charter or other corporate restriction which could reasonably be
expected to have a Material Adverse Effect. Neither the Borrower, nor the Parent
Entities nor any Subsidiary is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in (i)
any agreement to which it is a party, which default could have a Material
Adverse Effect, or (ii) any agreement or instrument evidencing or governing
Indebtedness, which default would constitute a Default hereunder.

         5.12     Compliance With Laws. The Borrower has complied with all
applicable statutes, rules, regulations, orders and restrictions of any domestic
or foreign government or any instrumentality or agency thereof, having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Property, except for any non-compliance which would not have a
Material Adverse Effect. The Loan Parties have not received any notice to the
effect that its operations are not in material

                                       26
<PAGE>

compliance with any of the requirements of applicable federal, state and local
environmental, health and safety statutes and regulations or the subject of any
federal or state investigation evaluating whether any remedial action is needed
to respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could have a Material
Adverse Effect.

         5.13     Ownership of Projects. Except as set forth on Schedule 2
hereto, on the date of this Agreement, the Borrower will have good and
marketable title, free of all Liens other than those permitted by Section 6.16,
to all of the Projects reflected in the financial statements as owned by it.

         5.14     Investment Company Act. Neither the Borrower, nor the Parent
Entities, nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended.

         5.15     Public Utility Holding Company Act. Neither the Borrower, nor
the Parent Entities, nor any Subsidiary is a "holding company" or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

         5.16     Solvency.

                  (i)      Immediately after the Agreement Execution Date and
         immediately following the making of each Loan and after giving effect
         to the application of the proceeds of such Loans, (a) the fair value of
         the assets of the Borrower and its Subsidiaries on a consolidated
         basis, at a fair valuation, will exceed the debts and liabilities,
         subordinated, contingent or otherwise, of the Borrower and its
         Subsidiaries on a consolidated basis; (b) the present fair saleable
         value of the Property of the Borrower and its Subsidiaries on a
         consolidated basis will be greater than the amount that will be
         required to pay the probable liability of the Borrower and its
         Subsidiaries on a consolidated basis on their debts and other
         liabilities, subordinated, contingent or otherwise, as such debts and
         other liabilities become absolute and matured; (c) the Borrower and its
         Subsidiaries on a consolidated basis will be able to pay their debts
         and liabilities, subordinated, contingent or otherwise, as such debts
         and liabilities become absolute and matured; and (d) the Borrower and
         its Subsidiaries on a consolidated basis will not have unreasonably
         small capital with which to conduct the businesses in which they are
         engaged as such businesses are now conducted and are proposed to be
         conducted after the date hereof.

                  (ii)     The Borrower does not intend to, or to permit any of
         its Subsidiaries to, and does not believe that it or any of its
         Subsidiaries will, incur debts beyond its ability to pay such debts as
         they mature, taking into account the timing of and amounts of cash to
         be received by it or any such Subsidiary and the timing of the amounts
         of cash to be payable on or in respect of its Indebtedness or the
         Indebtedness of any such Subsidiary.

         5.17     Insurance The Loan Parties carry insurance on their Projects
with financially sound and reputable insurance companies, in such amounts, with
such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar Projects in localities where
the Borrower and its Subsidiaries operate, including, without limitation:

                  (i)      Property and casualty insurance (including coverage
         for flood and other water damage for any Project located within a
         100-year flood plain) in the amount of the replacement

                                       27
<PAGE>

         cost of the improvements at the Project (to the extent replacement cost
         insurance is maintained by companies engaged in similar business and
         owning similar properties);

                  (ii)     Builder's risk insurance for any Project under
         construction in the amount of the construction cost of such Project;

                  (iii)    Loss of rental income insurance in the amount not
         less than one year's gross revenues from the Projects; and

                  (iv)     Comprehensive general liability insurance in the
         amount of $20,000,000 per occurrence.

         5.18     REIT Status. Glimcher Realty Trust is qualified as a real
estate investment trust under Section 856 of the Code and currently is in
compliance in all material respects with all provisions of the Code applicable
to the qualification of the Borrower as a real estate investment trust.

         5.19     Title to Property. The execution, delivery or performance of
the Loan Documents required to be delivered by the Borrower hereunder will not
result in the creation of any Lien on the Properties other than those interests
intended to secure the Obligations. No consent to the transactions contemplated
hereunder is required from any ground lessor or mortgagee or beneficiary under a
deed of trust or any other party except as has been delivered to the Lenders.

         5.20     Environmental Matters. Each of the following representations
and warranties is true and correct on and as of the Agreement Execution Date
except as disclosed on Schedule 4 attached hereto and to the extent that the
facts and circumstances giving rise to any such failure to be so true and
correct, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect:

                           (a) To the best knowledge of the Borrower, with
                  respect to all Projects owned by the Borrower and/or its
                  Subsidiaries (x) for at least two (2) years, have in the last
                  two years, or (y) for less than two (2) years, have for such
                  period of ownership, been in compliance in all material
                  respects with all applicable Environmental Laws.

                           (b) Neither the Borrower nor any of its Subsidiaries
                  has received any notice of violation, alleged violation,
                  non-compliance, liability or potential liability regarding
                  environmental matters or compliance with Environmental Laws
                  with regard to any of the Projects, nor does the Borrower have
                  knowledge or reason to believe that any such notice will be
                  received or is being threatened.

                           (c) To the best knowledge of the Borrower, Materials
                  of Environmental Concern have not been transported or disposed
                  of from the Projects of the Borrower and its Subsidiaries in
                  violation of, or in a manner or to a location which could
                  reasonably give rise to liability of the Borrower or any
                  Subsidiary under, Environmental Laws, nor have any Materials
                  of Environmental Concern been generated, treated, stored or
                  disposed of at, on or under any of the Projects of the
                  Borrower and its Subsidiaries in violation of, or in a manner
                  that could give rise to liability of the Borrower or any
                  Subsidiary under, any applicable Environmental Laws.

                           (d) No judicial proceedings or governmental or
                  administrative action is pending, or, to the knowledge of the
                  Borrower, threatened, under any Environmental Law to which

                                       28
<PAGE>

                  the Borrower or any of its Subsidiaries is or, to the
                  Borrower's knowledge, will be named as a party with respect to
                  the Projects of the Borrower and its Subsidiaries, nor are
                  there any consent decrees or other decrees, consent orders,
                  administrative order or other orders, or other administrative
                  of judicial requirements outstanding under any Environmental
                  Law with respect to the Projects of the Borrower and its
                  Subsidiaries.

                           (e) To the best knowledge of the Borrower, there has
                  been no release or threat of release of Materials of
                  Environmental Concern at or from the Projects of the Borrower
                  and its Subsidiaries, or arising from or related to the
                  operations of the Borrower and its Subsidiaries in connection
                  with the Projects in violation of or in amounts or in a manner
                  that could give rise to liability under Environmental Laws.

         5.21     Intentionally Omitted.

         5.22     Office of Foreign Asset Control. Borrower and any Guarantor
are not (and will not be) a person with whom any Lender is restricted from doing
business under regulations of the Office of Foreign Asset Control ("OFAC") of
the Department of the Treasury of the United States of America (including, those
Persons named on OFAC's Specially Designated and Blocked Persons list) or under
any statute, executive order (including, the September 24, 2001 Executive Order
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism), or other governmental action and is not and
shall not knowingly engage in any dealings or transactions or otherwise be
associated with such persons. In addition, Borrower hereby agrees to provide to
any Lender with any additional information that any Lender deems necessary from
time to time in order to ensure compliance with all applicable Laws concerning
money laundering and similar activities.

                                   ARTICLE VI

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         6.1      Financial Reporting. The Borrower will maintain, for the
Consolidated Group, a system of accounting established and administered in
accordance with GAAP, and furnish to the Administrative Agent and the Lenders:

                  (i)      As soon as available, but in any event not later than
         45 days after the close of each fiscal quarter, other than the fourth
         quarter, for the Consolidated Group, an unaudited consolidated and
         consolidating balance sheet as of the close of each such period and the
         related unaudited consolidated and consolidating statements of income
         and retained earnings and of cash flows of the Consolidated Group for
         such period and the portion of the fiscal year through the end of such
         period, setting forth in each case in comparative form the figures for
         the previous year, all certified by the Borrower's chief financial
         officer or chief accounting officer;

                  (ii)     As soon as available, but in any event not later than
         45 days after the close of each fiscal quarter, other than the fourth
         quarter, for the Consolidated Group, the following reports in form and
         substance reasonably satisfactory to the Administrative Agent, all
         certified

                                       29
<PAGE>

         by the Borrower's chief financial officer or chief accounting officer:
         a statement of Funds From Operations;

                  (iii)    As soon as available, but in any event not later than
         90 days after the close of each fiscal year, for the Consolidated
         Group, audited financial statements, including a consolidated and
         consolidating balance sheet as at the end of such year and the related
         consolidated and consolidating statements of income and retained
         earnings and of cash flows for such year, setting forth in each case in
         comparative form the figures for the previous year, without a "going
         concern" or like qualification or exception, or qualification arising
         out of the scope of the audit, prepared by independent certified public
         accountants of nationally recognized standing reasonably acceptable to
         the Administrative Agent;

                  (iv)     Together with the quarterly and annual financial
         statements required hereunder, a compliance certificate in
         substantially the form of Exhibit B hereto signed by the Borrower's
         chief financial officer, chief accounting officer or chief operating
         officer showing the calculations and computations necessary to
         determine compliance with this Agreement and stating that, to such
         officer's knowledge, no Default or Unmatured Default exists, or if, to
         such officer's knowledge, any Default or Unmatured Default exists,
         stating the nature and status thereof;

                  (v)      As soon as possible and in any event within 10 days
         after a responsible officer of the Borrower knows that any Reportable
         Event has occurred with respect to any Plan, a statement, signed by the
         chief financial officer of the Borrower, describing said Reportable
         Event and the action which the Borrower proposes to take with respect
         thereto;

                  (vi)     As soon as possible and in any event within 10 days
         after receipt by a responsible officer of the Borrower, a copy of (a)
         any notice or claim to the effect that the Borrower or any of its
         Subsidiaries is or may be liable to any Person as a result of the
         release by the Borrower, any of its Subsidiaries, or any other Person
         of any Material of Environmental Concern into the environment, and (b)
         any notice alleging any violation of any federal, state or local
         environmental, health or safety law or regulation by the Borrower or
         any of its Subsidiaries, which, in the case of either (a) or (b) could
         have a Material Adverse Effect;

                  (vii)    Promptly upon the furnishing thereof to the
         shareholders of the Borrower, copies of all financial statements,
         reports and proxy statements so furnished; and

                  (viii)   Such other information (including, without
         limitation, financial statements for the Borrower and non-financial
         information) as the Administrative Agent or any Lender may from time to
         time reasonably request.

         6.2      Use of Proceeds. The Borrower will, and will cause each of its
Subsidiaries to, use the proceeds of the Advances solely to finance all or a
portion of the cost of the Borrower's, or any of its Subsidiaries', acquisitions
of Projects (or of ownership interests in entities that own Projects) and for no
other purposes. Without limiting the foregoing, the Borrower will not, nor will
it permit any Subsidiary to, use any of the proceeds of the Advances to purchase
or carry any "margin stock" (as defined in Regulation U) if such usage could
constitute a violation of Regulation U by any Lender.

         6.3      Notice of Default. The Borrower will give, and will cause each
of its Subsidiaries to give, prompt notice in writing to the Administrative
Agent and the Lenders of the occurrence of any

                                       30
<PAGE>

Default or Unmatured Default and of any other development, financial or
otherwise, which could reasonably be expected to have a Material Adverse Effect.

         6.4      Conduct of Business. The Borrower will do, and will cause each
of its Subsidiaries to do, all things necessary to remain duly incorporated or
duly qualified, validly existing and in good standing as a real estate
investment trust, corporation, limited liability company general partnership or
limited partnership, as the case may be, in its jurisdiction of
incorporation/formation (except with respect to mergers permitted pursuant to
Section 6.12 and Permitted Acquisitions) and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted and
to carry on and conduct their businesses in substantially the same manner as
they are presently conducted where the failure to do so could reasonably be
expected to have a Material Adverse Effect and, specifically, neither the
Borrower nor its Subsidiaries may undertake any business other than the
acquisition, development, ownership, management, operation and leasing of
retail, office or industrial properties, and ancillary businesses specifically
related to such types of properties.

         6.5      Taxes. The Borrower will pay, and will cause each of its
Subsidiaries to pay, when due all taxes, assessments and governmental charges
and levies upon them of their income, profits or Projects, except those which
are being contested in good faith by appropriate proceedings and with respect to
which adequate reserves have been set aside.

         6.6      Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain insurance which is consistent with the representation
contained in Section 5.17 on all their Property and the Borrower will furnish to
any Lender upon reasonable request full information as to the insurance carried.

         6.7      Compliance with Laws. The Borrower will, and will cause each
of its Subsidiaries to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which they may be subject, the
violation of which could reasonably be expected to have a Material Adverse
Effect.

         6.8      Modification of Secured Credit Agreement. The Borrower will
not, without the prior written consent of the Required Lenders hereunder, modify
the Secured Credit Agreement to (i) increase or decrease the "Aggregate
Commitment' thereunder (as such term is defined therein) or (ii) amend the
definition of "Borrowing Base Availability" thereunder.

         6.9      Inspection. The Borrower will, and will cause each of its
Subsidiaries to, permit the Lenders upon reasonable notice and during normal
business hours and subject to rights of tenants, by their respective
representatives and agents, to inspect any of the Projects, corporate books and
financial records of the Borrower and each of its Subsidiaries, to examine and
make copies of the books of accounts and other financial records of the Borrower
and each of its Subsidiaries, and to discuss the affairs, finances and accounts
of the Borrower and each of its Subsidiaries with officers thereof, and to be
advised as to the same by, their respective officers at such reasonable times
and intervals as the Lenders may designate.

         6.10     Maintenance of Status. The Borrower shall cause Glimcher
Realty Trust to at all times maintain its status as a real estate investment
trust in compliance with all applicable provisions of the Code relating to such
status.

                                       31
<PAGE>

         6.11     Dividends. The Parent Entities and the Borrower and its
Subsidiaries shall be permitted to declare and pay dividends on their Capital
Stock from time to time, provided, however, that in no event shall any Parent
Entity or the Borrower declare or pay dividends on its Capital Stock or make
distributions with respect thereto to (other than the declaration and payment of
Preferred Dividends), if such dividends and distributions paid on account of the
then-current fiscal quarter and the three immediately preceding fiscal quarters,
in the aggregate for such period, would exceed 95% of Adjusted Funds From
Operations of the Consolidated Group for such period. Notwithstanding the
foregoing, the Parent Entities and the Borrower shall be permitted at all times
to distribute whatever amount of dividends is necessary to maintain the tax
status of Glimcher Realty Trust as a real estate investment trust.

         6.12     No Change in Control. The Borrower will not, nor will it
permit the Parent Entities to undergo a Change in Control.

         6.13     Intentionally Omitted.

         6.14     Intentionally Omitted.

         6.15     Acquisitions and Investments. The Borrower will not, nor will
it permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefore, or become or remain a partner in any
partnership or joint venture, or to make any Acquisition of any Person, except:

                  (i)      Cash and Cash Equivalents;

                  (ii)     Investments in existing Subsidiaries, Investments in
         Subsidiaries formed for the purpose of developing or acquiring
         Projects, Investments in joint ventures and partnerships engaged solely
         in the business of purchasing, developing, owning, operating, leasing
         and managing retail properties, and Investments in existence on the
         date hereof and described in Schedule 1 hereto;

                  (iii)    transactions permitted pursuant to Section 6.23;

                  (iv)     Acquisitions of Persons whose primary operations
         consist of the ownership, development, operation and management of
         retail properties; and

                  (v)      Equity interests in tenants obtained in connection
         with tenant work-outs, not to exceed $5,000,000 in the aggregate;

provided that, after giving effect to such Acquisitions and Investments,
Borrower continues to comply with all its covenants herein. Acquisitions
permitted pursuant to this Section 6.15 shall be deemed to be "Permitted
Acquisitions".

         6.16     Liens. The Borrower will not, nor will it permit any of its
Subsidiaries to, create, incur or suffer to exist any Lien to secure
Indebtedness in, of or on any of the Initial Unencumbered Assets (or, if any
such Initial Unencumbered Asset is owned by a Subsidiary of the Borrower, in any
direct or indirect ownerships held by the Borrower in such Subsidiary), provided
that, such restriction on Liens shall not prohibit the Borrower or any such
Subsidiary from selling any such Initial Unencumbered Asset or any such direct
or indirect ownership interests in a Subsidiary owning such Initial

                                       32
<PAGE>

Unencumbered Asset or from permitting those Liens described in clauses (i) to
(iv) of this Section 6.16 to encumber any such Initial Unencumbered Asset. In
addition, the Borrower will not, nor will it permit any of its Subsidiaries to,
create, incur, or suffer to exist any Lien in, of or on the Projects of the
Borrower or any of its Subsidiaries, except:

                  (i)      Liens for taxes, assessments or governmental charges
         or levies on its Property if the same shall not at the time be
         delinquent or thereafter can be paid without penalty, or are being
         contested in good faith and by appropriate proceedings and for which
         adequate reserves shall have been set aside on its books;

                  (ii)     Liens imposed by law, such as carriers',
         warehousemen's and mechanics' liens and other similar liens arising in
         the ordinary course of business which secure payment of obligations not
         more than 60 days past due or which are being contested in good faith
         by appropriate proceedings and for which adequate reserves shall have
         been set aside on its books;

                  (iii)    Liens arising out of pledges or deposits under
         workers' compensation laws, unemployment insurance, old age pensions,
         or other social security or retirement benefits, or similar
         legislation;

                  (iv)     Easements, restrictions and such other encumbrances
         or charges against real property as are of a nature generally existing
         with respect to properties of a similar character and which do not in
         any material and adverse way affect the marketability of the same or
         materially and adversely interfere with the use thereof in the business
         of the Borrower or its Subsidiaries;

                  (v)      Liens on Projects to secure any Indebtedness
         permitted hereunder to the extent such Liens either secure, or are
         permitted by, the Secured Credit Agreement.

Liens permitted pursuant to this Section 6.16 shall be deemed to be "Permitted
Liens".

         6.17     Affiliates. The Borrower will not, nor will it permit any of
its Subsidiaries to, enter into any transaction (including, without limitation,
the purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate which is not a member of the Consolidated Group
except in the ordinary course of business and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than the
Borrower or such Subsidiary would obtain in a comparable arms-length
transaction.

         6.18     Environmental Matters. Borrower and its Subsidiaries shall:

                           (a) Comply with, and use all reasonable efforts to
                  ensure compliance by all tenants and subtenants, if any, with,
                  all applicable Environmental Laws and obtain and comply with
                  and maintain, and use all reasonable efforts to ensure that
                  all tenants and subtenants obtain and comply with and
                  maintain, any and all licenses, approvals, notifications,
                  registrations or permits required by applicable Environmental
                  Laws, except to the extent that failure to do so could not be
                  reasonably expected to have a Material Adverse Effect;
                  provided that in no event shall the Borrower or its
                  Subsidiaries be required to modify the terms of leases, or
                  renewals thereof, with existing tenants (i) at Projects owned
                  by the Borrower or its Subsidiaries as of the date hereof, or
                  (ii) at Projects hereafter acquired by the Borrower or its
                  Subsidiaries as of the date of such acquisition, to add
                  provisions to such effect.

                                       33
<PAGE>

                           (b) Conduct and complete all investigations, studies,
                  sampling and testing, and all remedial, removal and other
                  actions required under Environmental Laws and promptly comply
                  in all material respects with all lawful orders and directives
                  of all Governmental Authorities regarding Environmental Laws,
                  except to the extent that (i) the same are being contested in
                  good faith by appropriate proceedings and the pendency of such
                  proceedings could not be reasonably expected to have a
                  Material Adverse Effect, or (ii) the Borrower has determined
                  in good faith that contesting the same is not in the best
                  interests of the Borrower and its Subsidiaries and the failure
                  to contest the same could not be reasonably expected to have a
                  Material Adverse Effect.

                           (c) Defend, indemnify and hold harmless
                  Administrative Agent and each Lender, and their respective
                  officers and directors, from and against any claims, demands,
                  penalties, fines, liabilities, settlements, damages, costs and
                  expenses of whatever kind or nature known or unknown,
                  contingent or otherwise, arising out of, or in any way
                  relating to the violation of, noncompliance with or liability
                  under any Environmental Laws applicable to the operations of
                  the Borrower, its Subsidiaries or the Projects, or any orders,
                  requirements or demands of Governmental Authorities related
                  thereto, including, without limitation, attorney's and
                  consultant's fees, investigation and laboratory fees, response
                  costs, court costs and litigation expenses, except to the
                  extent that any of the foregoing arise out of the gross
                  negligence or willful misconduct of the party seeking
                  indemnification therefore. This indemnity shall continue in
                  full force and effect regardless of the termination of this
                  Agreement.

         6.19     Encumbrances. The Borrower will not allow, or permit any
member of the Consolidated Group to allow, its direct or indirect ownership
interests in any other member of the Consolidated Group or any Investment
Affiliate to be encumbered to secure any Indebtedness, other than pursuant to
existing encumbrances set forth on Schedule 6 attached hereto.

         6.20     Confidentiality. The Borrower will not disclose the terms of
this Agreement to any third party, unless otherwise required by law or required
to be filed under the security laws.

         6.21     Limitation on Unsecured Indebtedness. The Borrower shall not
at any time permit that portion of the "Consolidated Outstanding Indebtedness"
(as such term is defined in the Secured Credit Agreement) which is not secured
by trust deeds or mortgages on Projects (excluding any Indebtedness outstanding
under this Agreement but including, without limitation, all Capitalized Leases)
to exceed $25,000,000.

                                  ARTICLE VII

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         7.1      Nonpayment of any principal payment due hereunder or under any
Note when due.

         7.2      Nonpayment of interest upon any Note or of any fee or other
payment Obligations under any of the Loan Documents within five (5) Business
Days after the same becomes due.

                                       34
<PAGE>

         7.3      The breach of any of the terms or provisions of Sections 6.2,
6.10, 6.11, 6.12 and 6.16(v).

         7.4      Any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries to the Lenders or the
Administrative Agent under or in connection with this Agreement, or any material
certificate or information delivered in connection with this Agreement or any
other Loan Document shall be materially false on the date as of which made.

         7.5      The breach by the Borrower (other than a breach which
constitutes a Default under Section 7.1, 7.2, 7.3 or 7.4) of any of the terms or
provisions of this Agreement which is not remedied within thirty (30) days after
written notice from the Administrative Agent or any Lender.

         7.6      Failure of any member of the Consolidated Group to pay when
due any Recourse Indebtedness in excess of $15,000,000 in the aggregate
(collectively, "Material Indebtedness") or the default any member of the
Consolidated Group in the performance of any term, provision or condition
contained in any agreement, or any other event shall occur or condition exist,
which in either case causes any such Material Indebtedness to be due and payable
or required to be prepaid (other than by a regularly scheduled payment) prior to
the stated maturity thereof.

         7.7      Any member of the Consolidated Group shall (i) have an order
for relief entered with respect to it under the Federal bankruptcy laws as now
or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it or
any Substantial Portion of its Property, (iv) institute any proceeding seeking
an order for relief under the Federal bankruptcy laws as now or hereafter in
effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking
dissolution, winding up, liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed against
it, (v) take any corporate action to authorize or effect any of the foregoing
actions set forth in this Section 7.7, (vi) fail to contest in good faith any
appointment or proceeding described in Section 7.8 or (vii) admit in writing its
inability to pay its debts generally as they become due.

         7.8      A receiver, trustee, examiner, liquidator or similar official
shall be appointed for any member of the Consolidated Group or for any
Substantial Portion of the Property of any member of the Consolidated Group or a
proceeding described in Section 7.7(iv) shall be instituted against any member
of the Consolidated Group and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of ninety (90)
consecutive days.

         7.9      Any member of the Consolidated Group shall fail within sixty
(60) days to pay, bond or otherwise discharge any judgments or orders for the
payment of money in an amount which, when added to all other judgments or orders
outstanding against any member of the Consolidated Group would exceed
$25,000,000 in the aggregate, which have not been stayed on appeal or otherwise
appropriately contested in good faith.

         7.10     The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), exceeds $1,000,000 or requires
payments exceeding $500,000 per annum.

                                       35
<PAGE>

         7.11     The Borrower or any other member of the Controlled Group shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and the other
members of the Controlled Group (taken as a whole) to all Multiemployer Plans
which are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the
respective plan years of each such Multiemployer Plan immediately preceding the
plan year in which the reorganization or termination occurs by an amount
exceeding $500,000.

         7.12     Failure to remediate within the time period permitted by law
or governmental order, after all administrative hearings and appeals have been
concluded (or within a reasonable time in light of the nature of the problem if
no specific time period is so established), material environmental problems at
Properties owned by the Borrower or any of its Subsidiaries or Investment
Affiliates whose aggregate book values are in excess of $5,000,000.

         7.13     The occurrence of any "Default" as defined in the Secured
Credit Agreement.

         7.14     The attempted revocation, challenge, disavowment, or
termination by the Borrower or a Guarantor of any of the Loan Documents.

         7.15     Any Change of Control shall occur.

         7.16     Either the Borrower or any Parent Entity, without obtaining
consent of the Required Lenders, shall enter into any merger, consolidation,
reorganization or liquidation or transfer or otherwise dispose of all or
substantially all of their Properties, unless (a) in the case of a merger or
consolidation the Borrower or such Parent Entity is the surviving entity in such
merger or consolidation and (b) after giving effect to the merger, the Borrower
remains in compliance with the terms of the Credit Agreement, provided that any
such action shall not constitute a Default unless the Borrower shall fail to
reverse such action within sixty (60) days after written notice from the
Administrative Agent that such action constitutes a Default hereunder.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         8.1      Acceleration. If any Default described in Section 7.7 or 7.8
occurs with respect to the Borrower, the obligations of the Lenders to make
Loans and hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Administrative Agent or any Lender. If any other Default occurs, so long as
a Default exists Lenders shall have no obligation to make any Loans and the
Required Lenders, at any time prior to the date that such Default has been fully
cured, may permanently terminate the obligations of the Lenders to make Loans
hereunder and declare the Obligations to be due and payable, or both, whereupon
if the Required Lenders elected to accelerate (i) the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives and (ii) if any
automatic or optional acceleration has occurred, the Administrative Agent, as
directed by the Required Lenders (or if no such direction is given within 30
days after a request for direction, as the Administrative Agent deems in the
best interests of the Lenders, in its sole discretion),

                                       36
<PAGE>

shall use its good faith efforts to collect, including without limitation, by
filing and diligently pursuing judicial action, all amounts owed by the Borrower
and any Guarantor under the Loan Documents.

         If, within 10 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 7.7 or 7.8 with respect to the Borrower) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or
entered, all of the Lenders (in their sole discretion) shall so direct, the
Administrative Agent shall, by notice to the Borrower, rescind and annul such
acceleration and/or termination.

         8.2      Amendments. Subject to the provisions of this Article VIII the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrower may enter into agreements supplemental hereto
for the purpose of adding or modifying any provisions to the Loan Documents or
changing in any manner the rights of the Lenders or the Borrower hereunder or
waiving any Default hereunder; provided, however, that no such supplemental
agreement or waiver shall, without the consent of all Lenders:

                  (i)      Extend the Facility Termination Date, or forgive all
         or any portion of the principal amount of any Loan or accrued interest
         thereon, reduce the Applicable Margins (or modify any definition herein
         which would have the effect of reducing the Applicable Margins) or the
         underlying interest rate options or extend the time of payment of any
         such principal or interest.

                  (ii)     release any Parent Entity from the Guaranty.

                  (iii)    Reduce the percentage specified in the definition of
         Required Lenders.

                  (iv)     Increase the Aggregate Commitment beyond $15,000,000.

                  (v)      Permit the Borrower to assign its rights under this
         Agreement.

                  (vi)     Amend Sections 8.1, 8.2, 8.4 or 11.2.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent.

         8.3      Preservation of Rights. No delay or omission of the Lenders or
the Administrative Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan notwithstanding the existence of
a Default or the inability of the Borrower to satisfy the conditions precedent
to such Loan shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Lenders required
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Administrative
Agent and the Lenders until the Obligations have been paid in full.

                                       37
<PAGE>

         8.4      Insolvency of Borrower. In the event of the insolvency of the
Borrower, the Lenders shall have no obligation to make further disbursements of
the Facility, and the outstanding principal balance of the Facility, including
accrued and unpaid interest thereon, shall be immediately due and payable.

                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1      Survival of Representations. All representations and
warranties of the Borrower contained in this Agreement shall survive delivery of
the Notes and the making of the Loans herein contemplated.

         9.2      Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, no Lender shall be obligated to extend credit
to the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         9.3      Intentionally Omitted.

         9.4      Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         9.5      Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrower, the Administrative Agent and the
Lenders and supersede all prior commitments, agreements and understandings among
the Borrower, the Administrative Agent and the Lenders relating to the subject
matter thereof.

         9.6      Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

         9.7      Expenses; Indemnification. The Borrower shall reimburse the
Administrative Agent for any costs, and out-of-pocket expenses (including,
without limitation, all reasonable fees for consultants and fees and reasonable
expenses for attorneys for the Administrative Agent, which attorneys may be
employees of the Administrative Agent) paid or incurred by the Administrative
Agent in connection with the amendment, modification, and enforcement of the
Loan Documents. The Borrower also agrees to reimburse the Administrative Agent
and the Lenders for any reasonable costs, internal charges and out-of-pocket
expenses (including, without limitation, all fees and reasonable expenses for
attorneys for the Administrative Agent and the Lenders, which attorneys may be
employees of the Administrative Agent or the Lenders) paid or incurred by the
Administrative Agent or any Lender in connection with the collection and
enforcement of the Loan Documents (including, without limitation, any workout).
The Borrower further agrees to indemnify the Administrative Agent, each Lender
and their Affiliates, and their directors and officers against all losses,
claims, damages, penalties, judgments, liabilities and expenses (including,
without limitation, all reasonable fees and reasonable expenses for attorneys of
the indemnified parties, all reasonable expenses of litigation or preparation
therefore whether or not the

                                       38
<PAGE>

Administrative Agent, or any Lender is a party thereto) which any of them may
pay or incur arising out of or relating to this Agreement, the other Loan
Documents, the Projects, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Loan
hereunder, except to the extent that any of the foregoing arise out of the gross
negligence or willful misconduct of the party seeking indemnification therefore.
The obligations of the Borrower under this Section shall survive the termination
of this Agreement.

         9.8      Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders.

         9.9      Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP.

         9.10     Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         9.11     Nonliability of Lenders. The relationship between the
Borrower, on the one hand, and the Lenders and the Administrative Agent, on the
other, shall be solely that of borrower and lender. Neither the Administrative
Agent nor any Lender shall have any fiduciary responsibilities to the Borrower.
Neither the Administrative Agent nor any Lender undertakes any responsibility to
the Borrower to review or inform the Borrower of any matter in connection with
any phase of the Borrower's business or operations.

         9.12     CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF OHIO, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         9.13     CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR OHIO
STATE COURT SITTING IN CLEVELAND IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST
THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF
THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF,

                                       39
<PAGE>

RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT
IN CLEVELAND, OHIO.

         9.14     WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                                   ARTICLE X

                            THE ADMINISTRATIVE AGENT

         10.1     Appointment. KeyBank National Association, is hereby appointed
Administrative Agent hereunder and under each other Loan Document, and each of
the Lenders irrevocably authorizes the Administrative Agent to act as the agent
of such Lender. The Administrative Agent agrees to act as such upon the express
conditions contained in this Article X. Notwithstanding the use of the defined
term "Administrative Agent," it is expressly understood and agreed that the
Administrative Agent shall not have any fiduciary responsibilities to any Lender
by reason of this Agreement or any other Loan Document and that the
Administrative Agent is merely acting as the contractual representative of the
Lenders with only those duties as are expressly set forth in this Agreement and
the other Loan Documents. In its capacity as the Lenders' contractual
representative, the Administrative Agent (i) does not hereby assume any
fiduciary duties to any of the Lenders, (ii) is a "representative" of the
Lenders within the meaning of the term "secured party" as defined in the Ohio
Uniform Commercial Code and (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. Each of the Lenders hereby agrees to
assert no claim against the Administrative Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

         10.2     Powers. The Administrative Agent shall have and may exercise
such powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

         10.3     General Immunity. Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be liable to the Borrower,
the Lenders or any Lender for (i) any action taken or omitted to be taken by it
or them hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct; or
(ii) any determination by the Administrative Agent that compliance with any law
or any governmental or quasi-governmental rule, regulation, order, policy,
guideline or directive (whether or not having the force of law) requires the
Advances and Commitments hereunder to be classified as being part of a "highly
leveraged transaction".

         10.4     No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan

                                       40
<PAGE>

Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document,
including, without limitation, any agreement by an obligor to furnish
information directly to each Lender; (iii) the satisfaction of any condition
specified in Article IV, except receipt of items required to be delivered to the
Administrative Agent; (iv) the validity, effectiveness or genuineness of any
Loan Document or any other instrument or writing furnished in connection
therewith; (v) the value, sufficiency, creation, perfection, or priority of any
interest in any collateral security; or (vi) the financial condition of the
Borrower or any Guarantor. Except as otherwise specifically provided herein, the
Administrative Agent shall have no duty to disclose to the Lenders information
that is not required to be furnished by the Borrower to the Administrative Agent
at such time, but is voluntarily furnished by the Borrower to the Administrative
Agent (either in its capacity as Administrative Agent or in its individual
capacity).

         10.5     Action on Instructions of Lenders. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders, and such instructions and any
action taken or failure to act pursuant thereto shall be binding on all of the
Lenders. The Lenders hereby acknowledge that the Administrative Agent shall be
under no duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement or any other Loan Document unless
it shall be requested in writing to do so by the Required Lenders. The
Administrative Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

         10.6     Employment of Agents and Counsel. The Administrative Agent may
execute any of its duties as Administrative Agent hereunder and under any other
Loan Document by or through employees, agents, and attorneys-in-fact and shall
not be answerable to the Lenders, except as to money or securities received by
it or its authorized agents, for the default or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The Administrative Agent
shall be entitled to advice of counsel concerning all matters pertaining to the
agency hereby created and its duties hereunder and under any other Loan
Document.

         10.7     Reliance on Documents; Counsel. The Administrative Agent shall
be entitled to rely upon any Note, notice, consent, certificate, affidavit,
letter, telegram, statement, paper or document believed by it to be genuine and
correct and to have been signed or sent by the proper person or persons, and, in
respect to legal matters, upon the opinion of counsel selected by the
Administrative Agent, which counsel may be employees of the Administrative
Agent.

         10.8     Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Commitments (i) for any amounts not reimbursed by
the Borrower for which the Administrative Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents, if not paid by Borrower and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby (including without
limitation, for any such amounts incurred by or asserted against the
Administrative

                                       41
<PAGE>

Agent in connection with any dispute between the Administrative Agent and any
Lender or between two or more of the Lenders), or the enforcement of any of the
terms thereof or of any such other documents, provided that no Lender shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct or a breach of the Administrative Agent's
express obligations and undertakings to the Lenders. The obligations of the
Lenders and the Administrative Agent under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

         10.9     Rights as a Lender. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document as any Lender and may exercise the same as
though it were not the Administrative Agent, and the term "Lender" or "Lenders"
shall, at any time when the Administrative Agent is a Lender, unless the context
otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Subsidiaries in which the Borrower or such
Subsidiary is not restricted hereby from engaging with any other Person.

         10.10    Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         10.11    Successor Administrative Agent. Except as otherwise provided
below, KeyBank National Association shall at all times serve as the
Administrative Agent during the term of this Facility. The Administrative Agent
may resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent. If the Administrative Agent has been grossly negligent in
the performance of its obligations hereunder, the Administrative Agent may be
removed at any time by written notice received by the Administrative Agent from
all other Lenders, such removal to be effective on the date specified by the
other Lenders. Upon any such resignation or removal, the Required Lenders shall
appoint, on behalf of the Borrower and the Lenders, a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed by the
Required Lenders within thirty days after the resigning Administrative Agent's
giving notice of its intention to resign, then the resigning Administrative
Agent shall appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent. Notwithstanding the previous sentence, the Administrative
Agent may at any time without the consent of the Borrower or any Lender, appoint
any of its Affiliates which is a commercial bank as a successor Administrative
Agent hereunder. No successor Administrative Agent shall be deemed to be
appointed hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
having capital and retained earnings of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning or removed Administrative Agent. Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents.

                                       42
<PAGE>

After the effectiveness of the resignation or removal of an Administrative
Agent, the provisions of this Article X shall continue in effect for the benefit
of such Administrative Agent in respect of any actions taken or omitted to be
taken by it while it was acting as the Administrative Agent hereunder and under
the other Loan Documents.

         10.12    Notice of Defaults. If a Lender becomes aware of a Default or
Unmatured Default, such Lender shall notify the Administrative Agent of such
fact provided that the failure to give such notice shall not create liability on
the part of a Lender. Upon receipt of such notice that a Default or Unmatured
Default has occurred, the Administrative Agent shall notify each of the Lenders
of such fact.

         10.13    Requests for Approval. If the Administrative Agent requests in
writing the consent or approval of a Lender, such Lender shall respond and
either approve or disapprove definitively in writing to the Administrative Agent
within ten (10) Business Days (or sooner if such notice specifies a shorter
period for responses based on Administrative Agent's good faith determination
that circumstances exist warranting its request for an earlier response) after
such written request from the Administrative Agent. If the Lender does not so
respond, that Lender shall be deemed to have approved the request.

         10.14    Defaulting Lenders. At such time as a Lender becomes a
Defaulting Lender, such Defaulting Lender's right to vote on matters which are
subject to the consent or approval of the Required Lenders, each affected Lender
or all Lenders shall be immediately suspended until such time as the Lender is
no longer a Defaulting Lender, except that the amount of the Commitment of the
Defaulting Lender may not be changed without its consent. If a Defaulting Lender
has failed to fund its pro rata share of any Advance and until such time as such
Defaulting Lender subsequently funds its pro rata share of such Advance, all
Obligations owing to such Defaulting Lender hereunder shall be subordinated in
right of payment, as provided in the following sentence, to the prior payment in
full of all principal of, interest on and fees relating to the Loans funded by
the other Lenders in connection with any such Advance in which the Defaulting
Lender has not funded its pro rata share (such principal, interest and fees
being referred to as "Senior Loans" for the purposes of this section). All
amounts paid by the Borrower, the Parent Entities or the Guarantors and
otherwise due to be applied to the Obligations owing to such Defaulting Lender
pursuant to the terms hereof shall be distributed by the Administrative Agent to
the other Lenders in accordance with their respective pro rata shares
(recalculated for the purposes hereof to exclude the Defaulting Lender) until
all Senior Loans have been paid in full provided, however, in no event will any
such distribution to the other Lenders give rise to any liability of the
Borrower to the Defaulting Lender. After the Senior Loans have been paid in full
equitable adjustments will be made in connection with future payments by the
Borrower to the extent a portion of the Senior Loans had been repaid with
amounts that otherwise would have been distributed to a Defaulting Lender but
for the operation of this Section 10.14. This provision governs only the
relationship among the Administrative Agent, each Defaulting Lender and the
other Lenders; nothing hereunder shall limit the obligation of the Borrower to
repay all Loans in accordance with the terms of this Agreement. The provisions
of this section shall apply and be effective regardless of whether a Default
occurs and is continuing, and notwithstanding (i) any other provision of this
Agreement to the contrary, (ii) any instruction of the Borrower as to its
desired application of payments or (iii) the suspension of such Defaulting
Lender's right to vote on matters which are subject to the consent or approval
of the Required Lenders or all Lenders.

                                       43
<PAGE>

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

         11.1     Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if the Borrower becomes insolvent, or any
Default occurs, any and all deposits (including all account balances, whether
provisional or final and whether or not collected or available) and any other
Indebtedness at any time held or owing by any Lender or any of its Affiliates to
or for the credit or account of the Borrower may be offset and applied toward
the payment of the Obligations owing to such Lender at any time prior to the
date that such Default has been fully cured, whether or not the Obligations, or
any part hereof, shall then be due.

         11.2     Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans (other than payments of
Swingline Loans and payments received pursuant to Sections 3.1, 3.2, 3.4 or 3.5)
in a greater proportion than that received by any other Lender, such Lender
agrees, promptly upon demand, to purchase a portion of the Loans held by the
other Lenders so that after such purchase each Lender will hold its ratable
proportion of Loans. If any Lender, whether in connection with setoff or amounts
which might be subject to setoff or otherwise, receives collateral or other
protection for its Obligations or such amounts which may be subject to setoff,
such Lender agrees, promptly upon demand, to take such action necessary such
that all Lenders share in the benefits of such collateral ratably in proportion
to their Loans. In case any such payment is disturbed by legal process, or
otherwise, appropriate further adjustments shall be made.

                                  ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         12.1     Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of
this Section 12.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a
Lender which is a fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security interest shall release the transferor Lender from its
obligations hereunder unless and until the parties thereto have complied with
the provisions of Section 12.3. The Administrative Agent and Borrower may treat
the Person which made any Loan or which holds any Note as the owner thereof for
all purposes hereof unless and until such Person complies with Section 12.3;
provided, however, that the Administrative Agent and Borrower may in its
discretion (but shall not be required to) follow instructions from the Person
which made any Loan or which holds any Note to direct payments relating to such
Loan or Note to another Person. Any assignee of the rights to any Loan or any
Note agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a Note has been
issued in

                                       44
<PAGE>

evidence thereof), shall be conclusive and binding on any subsequent holder or
assignee of the rights to such Loan.

         12.2     Participations.

                  12.2.1   Permitted Participants; Effect. Any Lender may, in
         the ordinary course of its business and in accordance with applicable
         law, at any time sell to one or more banks, financial institutions,
         pension funds, or any other funds or entities ("Participants")
         participating interests in any Loan owing to such Lender, any Note held
         by such Lender, any Commitment of such Lender or any other interest of
         such Lender under the Loan Documents. In the event of any such sale by
         a Lender of participating interests to a Participant, such Lender's
         obligations under the Loan Documents shall remain unchanged, such
         Lender shall remain solely responsible to the other parties hereto for
         the performance of such obligations, such Lender shall remain the
         holder of any such Note for all purposes under the Loan Documents, all
         amounts payable by the Borrower under this Agreement shall be
         determined as if such Lender had not sold such participating interests,
         and the Borrower and the Administrative Agent shall continue to deal
         solely and directly with such Lender in connection with such Lender's
         rights and obligations under the Loan Documents.

                  12.2.2   Voting Rights. Each Lender shall retain the sole
         right to approve, without the consent of any Participant, any
         amendment, modification or waiver of any provision of the Loan
         Documents other than any amendment, modification or waiver with respect
         to any Loan or Commitment in which such Participant has an interest
         which would require consent of all the Lenders pursuant to the terms of
         Section 8.2 or of any other Loan Document.

                  12.2.3   Benefit of Setoff. The Borrower agrees that each
         Participant which has previously advised the Borrower in writing of its
         purchase of a participation in a Lender's interest in its Loans shall
         be deemed to have the right of setoff provided in Section 11.1 in
         respect of its participating interest in amounts owing under the Loan
         Documents to the same extent as if the amount of its participating
         interest were owing directly to it as a Lender under the Loan
         Documents. Each Lender shall retain the right of setoff provided in
         Section 11.1 with respect to the amount of participating interests sold
         to each Participant, provided that such Lender and Participant may not
         each setoff amounts against the same portion of the Obligations, so as
         to collect the same amount from the Borrower twice. The Lenders agree
         to share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 11.2 as if
         each Participant were a Lender.

         12.3     Assignments.

                  12.3.1   Permitted Assignments. Any Lender may, in the
         ordinary course of its business and in accordance with applicable law,
         at any time assign to any of such Lender's affiliates or to one or more
         banks, financial institutions or pension funds, or with the prior
         approval of the Borrower, which shall not be unreasonably withheld or
         delayed, any other entity ("Purchasers") all or any portion of its
         rights and obligations under the Loan Documents provided that any
         assignment of only a portion of such rights and obligations shall be in
         an amount not less than $5,000,000. Notwithstanding the foregoing, no
         approval of the Borrower shall be required for

                                       45
<PAGE>

         any such assignment if a Default has occurred and is then continuing.
         Such assignment shall be substantially in the form of Exhibit D hereto
         or in such other form as may be agreed to by the parties thereto. The
         consent of the Administrative Agent shall be required prior to an
         assignment becoming effective with respect to a Purchaser which is not
         a Lender or an Affiliate thereof. Such consent shall not be
         unreasonably withheld.

                  12.3.2   Effect; Effective Date. Upon (i) delivery to the
         Administrative Agent and Borrower of a notice of assignment,
         substantially in the form attached as Exhibit "I" to Exhibit D hereto
         (a "Notice of Assignment"), together with any consents required by
         Section 12.3.1, and (ii) payment of a $3,500 fee by the assignor or
         assignee to the Administrative Agent for processing such assignment,
         such assignment shall become effective on the effective date specified
         in such Notice of Assignment. The Notice of Assignment shall contain a
         representation by the Purchaser to the effect that none of the
         consideration used to make the purchase of the Commitment and Loans
         under the applicable assignment agreement are "plan assets" as defined
         under ERISA and that the rights and interests of the Purchaser in and
         under the Loan Documents will not be "plan assets" under ERISA. On and
         after the effective date of such assignment, such Purchaser shall for
         all purposes be a Lender party to this Agreement and any other Loan
         Document executed by the Lenders and shall have all the rights and
         obligations of a Lender under the Loan Documents, to the same extent as
         if it were an original party hereto, and no further consent or action
         by the Borrower, the Lenders or the Administrative Agent shall be
         required to release the transferor Lender, and the transferor Lender
         shall automatically be released on the effective date of such
         assignment, with respect to the percentage of the Aggregate Commitment
         and Loans assigned to such Purchaser. Upon the consummation of any
         assignment to a Purchaser pursuant to this Section 12.3.2, the
         transferor Lender, the Administrative Agent and the Borrower shall make
         appropriate arrangements so that replacement Notes are issued to such
         transferor Lender and new Notes or, as appropriate, replacement Notes,
         are issued to such Purchaser, in each case in principal amounts
         reflecting their Commitment, as adjusted pursuant to such assignment.

         12.4     Dissemination of Information. The Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "Transferee") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, subject to
Section 9.11 of this Agreement.

         12.5     Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5.

                                  ARTICLE XIII

                                     NOTICES

         13.1     Giving Notice. All notices and other communications provided
to any party hereto under this Agreement or any other Loan Document shall be in
writing or by telex or by facsimile and addressed or delivered to such party at
its address set forth below its signature hereto or at such other address (or to
counsel for such party) as may be designated by such party in a notice to the
other parties.

                                       46
<PAGE>

Any notice, if mailed and properly addressed with postage prepaid, shall be
deemed given when received; any notice, if transmitted by telex or facsimile,
shall be deemed given when transmitted (answerback confirmed in the case of
telexes).

         13.2     Change of Address. The Borrower, the Administrative Agent and
any Lender may each change the address for service of notice upon it by a notice
in writing to the other parties hereto.

                                  ARTICLE XIV

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by telex or telephone, that it has taken such action.

                  (Remainder of page intentionally left blank.)

                                       47
<PAGE>

         IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.

                                        GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                        By: Glimcher Properties Corporation, its
                                            sole general partner

                                        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                        150 East Gay Street
                                        Columbus, Ohio 43215
                                        Phone: 614-621-9000
                                        Facsimile: 614-621-8863
                                        Attention: George A. Schmidt

<PAGE>

COMMITMENTS:                            KEYBANK NATIONAL ASSOCIATION, a national
$15,000,000                             banking association,
                                        Individually and as Administrative Agent

                                        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                        227 West Monroe Street, 18th Floor
                                        Chicago, Illinois 60606
                                        Attention: Real Estate Capital
                                        Phone:  312-730-2731
                                        Facsimile: 312-730-2755

                  With a copy to:
                                        KeyBank National Association
                                        127 Public Square
                                        Cleveland, Ohio 44114
                                        Attention: Real Estate Capital
                                        Phone:     216-689-4660
                                        Facsimile: 216-689-4997

<PAGE>

                                    EXHIBIT A

                                  FORM OF NOTE

                                                                October __, 2003

         Glimcher Properties Limited Partnership, a limited partnership
organized under the laws of the State of Delaware (the "Borrower"), promises to
pay to the order of _________________________ (the "Lender") the aggregate
unpaid principal amount of all Loans made by the Lender to the Borrower pursuant
to Article II of the Credit Agreement (as the same may be amended or modified,
the "Agreement") hereinafter referred to, in immediately available funds at the
main office of KeyBank National Association in Cleveland, Ohio, as
Administrative Agent, together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the Agreement. The Borrower
shall pay remaining unpaid principal of and accrued and unpaid interest on the
Loans in full on the Facility Termination Date or such earlier date as may be
required under the Agreement.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Credit Agreement (Acquisition), dated as of October ____,
2003 among the Borrower, KeyBank National Association individually and as
Administrative Agent, and the other Lenders named therein, to which Agreement,
as it may be amended from time to time, reference is hereby made for a statement
of the terms and conditions governing this Note, including the terms and
conditions under which this Note may be prepaid or its maturity date
accelerated. Capitalized terms used herein and not otherwise defined herein are
used with the meanings attributed to them in the Agreement.

         If there is a Default under the Agreement or any other Loan Document
and Administrative Agent exercises the remedies provided under the Agreement
and/or any of the Loan Documents for the Lenders, then in addition to all
amounts recoverable by the Administrative Agent and the Lenders under such
documents, the Administrative Agent and the Lenders shall be entitled to receive
reasonable attorneys fees and expenses incurred by the Administrative Agent and
the Lenders in connection with the exercise of such remedies.

         Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note,
and any and all lack of diligence or delays in collection or enforcement of this
Note, and expressly agree that this Note, or any payment hereunder, may be
extended from time to time, and expressly consent to the release of any party
liable for the obligation secured by this Note, the release of any of the
security for this Note, the acceptance of any other security therefore, or any
other indulgence or forbearance whatsoever, all without notice to any party and
without affecting the liability of the Borrower and any endorsers hereof.

         This Note shall be governed and construed under the internal laws of
the State of Ohio.

                                       A-1
<PAGE>

         BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING
FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND AGREE THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A
JURY.

                                        GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                        By: Glimcher Properties Corporation, its
                                        sole general partner

                                        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________

                                       A-2
<PAGE>

                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                NOTE OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                            DATED October ____, 2003

<TABLE>
<CAPTION>
                                                                     Maturity
                    Principal               Maturity                 Principal
                    Amount of              of Interest                Amount                      Unpaid
    Date              Loan                   Period                    Paid                       Balance
------------   -------------------   -----------------------   ----------------------   ---------------------------
<S>            <C>                   <C>                       <C>                      <C>

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      A-3
<PAGE>

                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE

KeyBank National Association, as Administrative Agent
127 Public Square
Cleveland, Ohio  44114

         Re:      Credit Agreement (Acquisition) dated as of October ____, 2003
                  (as amended, modified, supplemented, restated, or renewed,
                  from time to time, the "Agreement") between GLIMCHER
                  PROPERTIES LIMITED PARTNERSHIP (the "Borrower"), and KEYBANK
                  NATIONAL ASSOCIATION, as Administrative Agent for itself and
                  the other lenders parties thereto from time to time
                  ("Lenders").

         Reference is made to the Agreement. Capitalized terms used in this
Certificate (including schedules and other attachments hereto, this
"Certificate") without definition have the meanings specified in the Agreement.

         The Borrower hereby certifies to the Lenders that:

         1.       Review of Condition. The Borrower has reviewed the terms of
the Agreement, including, but not limited to, the representations and warranties
of the Borrower set forth in the Agreement and the covenants of the Borrower set
forth in the Agreement, and has made, or caused to be made under his or her
supervision, a review in reasonable detail of the transactions and condition of
the Borrower through the reporting periods.

         2.       Representations and Warranties. To the Borrower's actual
knowledge, the representations and warranties of the Borrower contained in the
Loan Documents, including those contained in the Agreement, are true and
accurate in all material respects as of the date hereof and were true and
accurate in all material respects at all times during the reporting period
except as expressly noted on Schedule B hereto.

         3.       Covenants. To the Borrower's actual knowledge, during the
reporting period, the Borrower observed and performed all of the respective
covenants and other agreements under the Agreement and the Loan Documents, and
satisfied each of the conditions contained therein to be observed, performed or
satisfied by the Borrower, except as expressly noted on Schedule B hereto.

         4.       No Default. To the Borrower's actual knowledge, no Default
exists as of the date hereof or existed at any time during the reporting period,
except as expressly noted on Schedule B hereto.

         IN WITNESS WHEREOF, this Certificate is executed by the undersigned
this ___ day of _________.

                                        GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                        a Delaware limited partnership

                                      B-1
<PAGE>

                                        By: Glimcher Properties Corporation, its
                                        sole general partner

                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________

                                      B-2
<PAGE>

                                    EXHIBIT C

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between KEYBANK
NATIONAL ASSOCIATION (the "Assignor") and _________________________ (the
"Assignee") is dated as of _____________, 200_. The parties hereto agree as
follows:

         1.       PRELIMINARY STATEMENT. The Assignor is a party to a Credit
Agreement (which, as it may be amended, modified, renewed or extended from time
to time is herein called the "Credit Agreement") described in Item 1 of Schedule
1 attached hereto ("Schedule 1"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement.

         2.       ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and
assigns to the Assignee, and the Assignee hereby purchases and assumes from the
Assignor, an interest in and to the Assignor's rights and obligations under the
Credit Agreement such that after giving effect to such assignment the Assignee
shall have purchased pursuant to this Assignment Agreement the percentage
interest specified in Item 3 of Schedule 1 of all outstanding rights and
obligations under the Credit Agreement and the other Loan Documents. The
Commitment purchased by the Assignee hereunder is set forth in Item 4 of
Schedule 1.

         3.       EFFECTIVE DATE. The effective date of this Assignment
Agreement (the "Effective Date") shall be the later of the date specified in
Item 5 of Schedule 1 or two (2) Business Days (or such shorter period agreed to
by the Agent) after a Notice of Assignment substantially in the form of Exhibit
"I" attached hereto has been delivered to the Agent. Such Notice of Assignment
must include the consent of the Agent required by Section 12.3.1 of the Credit
Agreement. In no event will the Effective Date occur if the payments required to
be made by the Assignee to the Assignor on the Effective Date under Section 4
hereof are not made on the proposed Effective Date. The Assignor will notify the
Assignee of the proposed Effective Date no later than the Business Day prior to
the proposed Effective Date. As of the Effective Date, (i) the Assignee shall
have the rights and obligations of a Lender under the Loan Documents with
respect to the rights and obligations assigned to the Assignee hereunder and
(ii) the Assignor shall relinquish its rights and be released from its
corresponding obligations under the Loan Documents with respect to the rights
and obligations assigned to the Assignee hereunder.

         4.       PAYMENTS OBLIGATIONS. On and after the Effective Date, the
Assignee shall be entitled to receive from the Agent all payments of principal,
interest and fees with respect to the interest assigned hereby. The Assignee
shall advance funds directly to the Agent with respect to all Loans and
reimbursement payments made on or after the Effective Date with respect to the
interest assigned hereby. In consideration for the sale and assignment of Loans
hereunder, the Assignee shall pay the Assignor, on the Effective Date, an amount
equal to the principal amount of the portion of all Loans assigned to the
Assignee hereunder which is outstanding on the Effective Date. The Assignee will
promptly remit to the Assignor (i) the portion of any principal payments
assigned hereunder and received from the Agent and (ii) any

                                      C-1
<PAGE>

amounts of interest on Loans and fees received from the Agent to the extent
either (i) or (ii) relate to the portion of the Loans assigned to the Assignee
hereunder for periods prior to the Effective Date and have not been previously
paid by the Assignee to the Assignor. In the event that either party hereto
receives any payment to which the other party hereto is entitled under this
Assignment Agreement, then the party receiving such amount shall promptly remit
it to the other party hereto.

         5.       REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants: (a) that it is the legal and
beneficial owner of the interest being assigned by it hereunder, (b) that such
interest is free and clear of any adverse claim created by the Assignor, (c)
that it has all necessary right and authority to enter into this Assignment, (d)
that the Credit Agreement has not been modified or amended, (e) that the
Assignor is not in default under the Credit Agreement, and (f) that, to the best
of Assignor's knowledge, the Borrower is not in default under the Credit
Agreement. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representation or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Loan Document,
including without limitation, documents granting the Assignor and the other
Lenders a security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
Property, books or records of the Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

         6.       REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms
that it has received a copy of the Credit Agreement, together with copies of the
financial statements requested by the Assignee and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement, (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, (iii) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto, (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender, (v) agrees that
its payment instructions and notice instructions are as set forth in the
attachment to Schedule 1, and (vi) confirms that none of the funds, monies,
assets or other consideration being used to make the purchase and assumption
hereunder are "plan assets" as defined under ERISA and that its rights, benefits
and interests in and under the Loan Documents will not be "plan assets" under
ERISA.

<PAGE>

         7.       INDEMNITY. The Assignee agrees to indemnify and hold the
Assignor harmless against any and all losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed by Assignee under this Assignment
Agreement on and after the Effective Date. The Assignor agrees to indemnify and
hold the Assignee harmless against any and all losses, costs and expenses
(including, without limitation, reasonable attorneys' fees) and liabilities
incurred by the Assignee in connection with or arising in any manner from the
Assignor's non-performance of the obligations assigned to Assignee under this
Assignment Agreement prior to the Effective Date.

         8.       SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee
shall have the right pursuant to Section 12.3.1 of the Credit Agreement to
assign the rights which are assigned to the Assignee hereunder to any entity or
person, provided that (i) any such subsequent assignment does not violate any of
the terms and conditions of the Loan Documents or any law, rule, regulation,
order, writ, judgment, injunction or decree and that any consent required under
the terms of the Loan Documents has been obtained and (ii) unless the prior
written consent of the Assignor is obtained, the Assignee is not thereby
released from its obligations to the Assignor hereunder, if any remain
unsatisfied, including, without limitation, its obligations under Sections 4 and
7 hereof.

         9.       REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the
Aggregate Commitment occurs between the date of this Assignment Agreement and
the Effective Date, the percentage interest specified in Item 3 of Schedule 1
shall remain the same, but the dollar amount purchased shall be recalculated
based on the reduced Aggregate Commitment.

         10.      ENTIRE AGREEMENT. This Assignment Agreement and the attached
Notice of Assignment embody the entire agreement and understanding between the
parties hereto and supersede all prior agreements and understandings between the
parties hereto relating to the subject matter hereof.

         11.      GOVERNING LAW. This Assignment Agreement shall be governed by
the internal law, and not the law of conflicts, of the State of Ohio.

         12.      NOTICES. Notices shall be given under this Assignment
Agreement in the manner set forth in the Credit Agreement. For the purpose
hereof, the addresses of the parties hereto (until notice of a change is
delivered) shall be the address set forth in the attachment to Schedule 1.

                         [NO FURTHER TEXT ON THIS PAGE]

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                        ASSIGNOR:

                                        KEYBANK NATIONAL ASSOCIATION

                                        BY: ____________________________________
                                        NAME: __________________________________
                                        TITLE: _________________________________

                                        ASSIGNEE:

                                        [ ____________________________________ ]


                                        BY: ____________________________________
                                        NAME: __________________________________
                                        TITLE: _________________________________

<PAGE>

                                   SCHEDULE 1

<PAGE>

                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

         Attach Assignor's Administrative Information Sheet, which must
            include notice address for the Assignor and the Assignee

                           [TO BE PROVIDED BY KEYBANK]

<PAGE>

                                   SCHEDULE 1
                             to Assignment Agreement

<TABLE>
<S>   <C>                                                    <C>
1.    Description and Date of Credit Agreement:              Credit Agreement (Acquisition) dated as of October __, 2003 among
                                                             Glimcher Properties Limited Partnership, as "Borrower" and KeyBank
                                                             National Association as "Administrative Agent" and Lead Arranger and
                                                             the Several Lenders From Time to Time Parties Hereto, as Lenders.

2.    Date of Assignment Agreement:                                          _____________, 200__

3.    Amounts (As of Date of Item 2 above):

               a.       Aggregate Commitment
                        under Credit Agreement                               $15,000,000

               b.       Assignee's Percentage of the
                        Aggregate Commitment purchased
                        under this Assignment Agreement**                    _____________%

4.    Amount of Assignee's
      Commitment Purchased under this Assignment
      Agreement:                                                             $____________

5.    Proposed Effective Date:                                               ___________________
</TABLE>

Accepted and Agreed:

KEYBANK NATIONAL ASSOCIATION                    ________________________________

By: __________________________                  By: ____________________________
Title: _______________________                  Title: _________________________

** Percentage taken to 10 decimal places.

<PAGE>

                                   EXHIBIT "I"
                             to Assignment Agreement

                              NOTICE OF ASSIGNMENT

                                                          ________________, ____

To:   KeyBank National Association
      127 Public Square
      Cleveland, Ohio 44114
      Attention: Real Estate Capital

BORROWER:

      Glimcher Properties Limited Partnership
      150 East Gay Street
      Columbus, Ohio 43215
      Attention: George A. Schmidt

From: [NAME OF ASSIGNOR] (the "Assignor")

      [NAME OF ASSIGNEE] (the "Assignee")

                  1.       We refer to that Credit Agreement (the "Credit
Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings attributed to them in the Credit Agreement.

                  2.       This Notice of Assignment (this "Notice") is given
and delivered to the Agent pursuant to Section 12.3.2 of the Credit Agreement.

                  3.       The Assignor and the Assignee have entered into an
Assignment Agreement, dated as of ___ , ___ (the "Assignment"), pursuant to
which, among other things, the Assignor has sold, assigned, delegated and
transferred to the Assignee, and the Assignee has purchased, accepted and
assumed from the Assignor the percentage interest specified in Item 3 of
Schedule 1 of all outstandings, rights and obligations under the Credit
Agreement. The Effective Date of the Assignment shall be the later of the date
specified in Item 5 of Schedule 1 or two (2) Business Days (or such shorter
period as agreed to by the Agent) after this Notice of Assignment and any fee
required by Section 12.3.2 of the Credit Agreement have been delivered to the
Agent, provided that the Effective Date shall not occur if any condition
precedent agreed to by the Assignor and the Assignee has not been satisfied.

<PAGE>

                  4.       The Assignor and the Assignee hereby give to the
 Agent notice of the assignment and delegation referred to herein. The Assignor
will confer with the Agent before the date specified in Item 5 of Schedule 1 to
determine if the Assignment Agreement will become effective on such date
pursuant to Section 3 hereof, and will confer with the Agent to determine the
Effective Date pursuant to Section 3 hereof if it occurs thereafter. The
Assignor shall notify the Agent if the Assignment Agreement does not become
effective on any proposed Effective Date as a result of the failure to satisfy
the conditions precedent agreed to by the Assignor and the Assignee. At the
request of the Agent, the Assignor will give the Agent written confirmation of
the satisfaction of the conditions precedent.

                  5.       If Notes are outstanding on the Effective Date, the
Assignor and the Assignee request and direct that the Agent prepare and cause
the Borrower to execute and deliver new Notes or, as appropriate, replacements
notes, to the Assignor and the Assignee. The Assignor and, if applicable, the
Assignee each agree to deliver to the Agent the original Note received by it
from the Borrower upon its receipt of a new Note in the appropriate amount.

                  6.       The Assignee advises the Agent that notice and
payment instructions are set forth in the attachment to Schedule 1.

                  7.       The Assignee hereby represents and warrants that none
of the funds, monies, assets or other consideration being used to make the
purchase pursuant to the Assignment are "plan assets" as defined under ERISA and
that its rights, benefits, and interests in and under the Loan Documents will
not be "plan assets" under ERISA.

                  8.       The Assignee authorizes the Agent to act as its agent
under the Loan Documents in accordance with the terms thereof. The Assignee
acknowledges that the Agent has no duty to supply information with respect to
the Borrower or the Loan Documents to the Assignee until the Assignee becomes a
party to the Credit Agreement.*

*May be eliminated if Assignee is a party to the Credit Agreement prior to the
Effective Date.

NAME OF ASSIGNOR                                NAME OF ASSIGNEE

By: __________________________                  By: ____________________________

Title: _______________________                  Title: _________________________

<PAGE>

ACKNOWLEDGED AND, IF REQUIRED BY THE CREDIT AGREEMENT, CONSENTED TO BY KEYBANK
NATIONAL ASSOCIATION, as Agent

By: __________________________
Title: _______________________

                 [Attach photocopy of Schedule 1 to Assignment]

<PAGE>

                                    EXHIBIT D

                                    GUARANTY

         This Guaranty is made as of October ____, 2003 by Glimcher Realty
Trust, a real estate investment trust organized under the laws of the State of
Maryland ("Glimcher Trust") and Glimcher Properties Corporation, a Delaware
corporation ("Glimcher Properties", and together with Glimcher Trust,
collectively, the "Guarantors"), to and for the benefit of KeyBank National
Association, individually ("KeyBank") and as administrative agent
("Administrative Agent") for itself and the lenders under the Credit Agreement
(as defined below) and their respective successors and assigns (collectively,
the "Lenders").

                                    RECITALS

         A.       Glimcher Properties Limited Partnership, a limited partnership
organized under the laws of the State of Delaware ("Borrower"), and Guarantors
have requested that the Lenders make a revolving credit facility available to
Borrower in an aggregate principal amount of $15,000,000 (the "Facility").

         B.       The Lenders have agreed to make available the Facility to
Borrower pursuant to the terms and conditions set forth in an Credit Agreement
(Acquisition) of even date herewith among Borrower, KeyBank, individually, and
as Administrative Agent, and the Lenders named therein (as amended, modified or
restated from time to time, the "Credit Agreement"). All capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Credit Agreement.

         C.       Borrower has executed and delivered or will execute and
deliver to the Lenders promissory notes in the principal amount of each Lender's
Commitment and promissory notes in the principal amount, if any, of each
Lender's Loan as evidence of Borrower's indebtedness to each such Lender with
respect to the Facility (the promissory notes described above, together with any
amendments or allonges thereto, or restatements, replacements or renewals
thereof, and/or new promissory notes to new Lenders under the Credit Agreement,
are collectively referred to herein as the "Notes").

         D.       Glimcher Properties is the sole general partner in the
Borrower and Glimcher Trust is the owner of all of the stock of Glimcher
Properties and certain of the limited partnership interests in the Borrower.
Guarantors acknowledge that the extension of credit by the Administrative Agent
and the Lenders to Borrower pursuant to the Credit Agreement will benefit
Guarantors by enhancing the financial strength of the consolidated group of
which Guarantors and Borrower are members. The execution and delivery of this
Guaranty by Guarantors are conditions precedent to the performance by the
Lenders of their obligations under the Credit Agreement.

                                   AGREEMENTS

         NOW, THEREFORE, Guarantors, in consideration of the matters described
in the foregoing Recitals, which Recitals are incorporated herein and made a
part hereof, and for other good and valuable consideration, hereby agree as
follows:

                                       D-1
<PAGE>

         1.       Guarantors absolutely, unconditionally, and irrevocably
guaranty to each of the Lenders:

                  (a)      the full and prompt payment of the principal of and
         interest on the Notes when due, whether at stated maturity, upon
         acceleration or otherwise, and at all times thereafter, and the prompt
         payment of all sums which may now be or may hereafter become due and
         owing under the Notes, the Credit Agreement, and the other Loan
         Documents;

                  (b)      the payment of all Enforcement Costs (as hereinafter
         defined in Paragraph 7 hereof); and

                  (c)      the full, complete, and punctual observance,
         performance, and satisfaction of all of the obligations, duties,
         covenants, and agreements of Borrower under the Credit Agreement and
         the Loan Documents.

All amounts due, debts, liabilities, and payment obligations described in
subparagraphs (a) and (b) of this Paragraph 1 are referred to herein as the
"Facility Indebtedness." All obligations described in subparagraph (c) of this
Paragraph 1 are referred to herein as the "Obligations."

         2.       In the event of any default by Borrower in making payment of
the Facility Indebtedness, or in performance of the Obligations, as aforesaid,
in each case beyond the expiration of any applicable grace period, Guarantors
agree, on demand by the Administrative Agent or the holder of a Note, to pay all
the Facility Indebtedness and to perform all the Obligations as are then or
thereafter become due and owing or are to be performed under the terms of the
Notes, the Credit Agreement, and the other Loan Documents.

         3.       Guarantors do hereby waive (i) notice of acceptance of this
Guaranty by the Administrative Agent and the Lenders and any and all notices and
demands of every kind which may be required to be given by any statute, rule or
law, (ii) any defense, right of set-off or other claim which Guarantors may have
against Borrower or which Guarantors or Borrower may have against the
Administrative Agent or the Lenders or the holder of a Note, (iii) presentment
for payment, demand for payment (other than as provided for in Paragraph 2
above), notice of nonpayment (other than as provided for in Paragraph 2 above)
or dishonor, protest and notice of protest, diligence in collection and any and
all formalities which otherwise might be legally required to charge Guarantors
with liability, (iv) any failure by the Administrative Agent and the Lenders to
inform Guarantors of any facts the Administrative Agent and the Lenders may now
or hereafter know about Borrower, the Facility, or the transactions contemplated
by the Credit Agreement, it being understood and agreed that the Administrative
Agent and the Lenders have no duty so to inform and that Guarantors are fully
responsible for being and remaining informed by Borrower of all circumstances
bearing on the existence or creation, or the risk of nonpayment of the Facility
Indebtedness or the risk of nonperformance of the Obligations, and (v) any and
all right to cause a marshalling of assets of Borrower or any other action by
any court or governmental body with respect thereto, or to cause the
Administrative Agent and the Lenders to proceed against any other security given
to a Lender in connection with the Facility Indebtedness or the Obligations.
Credit may be granted or continued from time to time by the Lenders to Borrower
without notice to or authorization from Guarantors, regardless of the financial
or other condition of Borrower at the time of any such grant or continuation.
The Administrative Agent and the Lenders shall have no obligation to disclose or
discuss with Guarantors the Lenders' assessment of the financial condition of
Borrower. Guarantors acknowledge that no representations of any kind whatsoever
have been made by the Administrative Agent and the Lenders to Guarantors. No
modification or waiver of any of the provisions of this Guaranty shall be
binding upon the

                                       D-2
<PAGE>

Administrative Agent and the Lenders except as expressly set forth in a writing
duly signed and delivered on behalf of the Administrative Agent and the Lenders.
Guarantors further agree that any exculpatory language contained in the Credit
Agreement, the Notes, and the other Loan Documents shall in no event apply to
this Guaranty, and will not prevent the Administrative Agent and the Lenders
from proceeding against Guarantors to enforce this Guaranty.

         4.       Guarantors further agree that Guarantors' liability as
guarantor shall in no way be impaired by any renewals or extensions which may be
made from time to time, with or without the knowledge or consent of Guarantors
of the time for payment of interest or principal under a Note or by any
forbearance or delay in collecting interest or principal under a Note, or by any
waiver by the Administrative Agent and the Lenders under the Credit Agreement,
or any other Loan Documents, or by the Administrative Agent or the Lenders'
failure or election not to pursue any other remedies they may have against
Borrower, or by any change or modification in a Note, the Credit Agreement, or
any other Loan Documents, or by the acceptance by the Administrative Agent or
the Lenders of any security or any increase, substitution or change therein, or
by the release by the Administrative Agent and the Lenders of any security or
any withdrawal thereof or decrease therein, or by the application of payments
received from any source to the payment of any obligation other than the
Facility Indebtedness, even though a Lender might lawfully have elected to apply
such payments to any part or all of the Facility Indebtedness, it being the
intent hereof that Guarantors shall remain liable as principal for payment of
the Facility Indebtedness and performance of the Obligations until all
indebtedness has been paid in full and the other terms, covenants and conditions
of the Credit Agreement, and other Loan Documents and this Guaranty have been
performed, notwithstanding any act or thing which might otherwise operate as a
legal or equitable discharge of a surety. Guarantors further understand and
agree that the Administrative Agent and the Lenders may at any time enter into
agreements with Borrower to amend and modify a Note, the Credit Agreement or any
of the other Loan Documents, or any thereof, and may waive or release any
provision or provisions of a Note, the Credit Agreement, or any other Loan
Document and, with reference to such instruments, may make and enter into any
such agreement or agreements as the Administrative Agent, the Lenders and
Borrower may deem proper and desirable, without in any manner impairing this
Guaranty or any of the Administrative Agent and the Lenders' rights hereunder or
any of Guarantors' obligations hereunder.

         5.       This is an absolute, unconditional, complete, present and
continuing guaranty of payment and performance and not of collection. Guarantors
agree that their obligations hereunder shall be joint and several with any and
all other guarantees given in connection with the Facility from time to time.
Guarantors agree that this Guaranty may be enforced by the Administrative Agent
and the Lenders without the necessity at any time of resorting to or exhausting
any security or collateral, if any, given in connection herewith or with a Note,
the Credit Agreement, or any of the other Loan Documents or by or resorting to
any other guaranties, and Guarantors hereby waive the right to require the
Administrative Agent and the Lenders to join Borrower in any action brought
hereunder or to commence any action against or obtain any judgment against
Borrower or to pursue any other remedy or enforce any other right. Guarantors
further agree that nothing contained herein or otherwise shall prevent the
Administrative Agent and the Lenders from pursuing concurrently or successively
all rights and remedies available to them at law and/or in equity or under a
Note, the Credit Agreement or any other Loan Documents, and the exercise of any
of their rights or the completion of any of their remedies shall not constitute
a discharge of any of Guarantors' obligations hereunder, it being the purpose
and intent of Guarantors that the obligations of such Guarantors hereunder shall
be primary, absolute, independent and unconditional under any and all
circumstances whatsoever. Neither Guarantors' obligations under this Guaranty
nor any remedy for the enforcement thereof shall be impaired, modified, changed
or released in any manner whatsoever by any impairment, modification, change,
release or

                                       D-3
<PAGE>

limitation of the liability of Borrower under a Note, the Credit Agreement or
any other Loan Document or by reason of Borrower's bankruptcy or by reason of
any creditor or bankruptcy proceeding instituted by or against Borrower. This
Guaranty shall continue to be effective and be deemed to have continued in
existence or be reinstated (as the case may be) if at any time payment of all or
any part of any sum payable pursuant to a Note, the Credit Agreement or any
other Loan Document is rescinded or otherwise required to be returned by the
payee upon the insolvency, bankruptcy, or reorganization of the payor, all as
though such payment to such Lender had not been made, regardless of whether such
Lender contested the order requiring the return of such payment. The obligations
of Guarantors pursuant to the preceding sentence shall survive any termination,
cancellation, or release of this Guaranty.

         6.       This Guaranty shall be assignable by a Lender to any assignee
of all or a portion of such Lender's rights under the Loan Documents.

         7.       If: (i) this Guaranty, a Note, or any of the Loan Documents
are placed in the hands of an attorney for collection or is collected through
any legal proceeding; (ii) an attorney is retained to represent the
Administrative Agent or any Lender in any bankruptcy, reorganization,
receivership, or other proceedings affecting creditors' rights and involving a
claim under this Guaranty, a Note, the Credit Agreement, or any Loan Document;
(iii) an attorney is retained to enforce any of the other Loan Documents or to
provide advice or other representation with respect to the Loan Documents in
connection with an enforcement action or potential enforcement action; or (iv)
an attorney is retained to represent the Administrative Agent or any Lender in
any other legal proceedings whatsoever in connection with this Guaranty, a Note,
the Credit Agreement, any of the Loan Documents, or any property securing the
Facility Indebtedness (other than any action or proceeding brought by any Lender
or participant against the Administrative Agent alleging a breach by the
Administrative Agent of its duties under the Loan Documents), then Guarantors
shall pay to the Administrative Agent or such Lender upon demand all reasonable
attorney's fees, costs and expenses, including, without limitation, court costs,
filing fees and all other costs and expenses incurred in connection therewith
(all of which are referred to herein as "Enforcement Costs"), in addition to all
other amounts due hereunder.

         8.       The parties hereto intend that each provision in this Guaranty
comports with all applicable local, state and federal laws and judicial
decisions. However, if any provision or provisions, or if any portion of any
provision or provisions, in this Guaranty is found by a court of law to be in
violation of any applicable local, state or federal ordinance, statute, law,
administrative or judicial decision, or public policy, and if such court should
declare such portion, provision or provisions of this Guaranty to be illegal,
invalid, unlawful, void or unenforceable as written, then it is the intent of
all parties hereto that such portion, provision or provisions shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that the remainder of this Guaranty shall be construed as if such illegal,
invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained therein, and that the rights, obligations and interest of the
Administrative Agent and the Lender or the holder of a Note under the remainder
of this Guaranty shall continue in full force and effect.

         9.       Any indebtedness of Borrower to Guarantors now or hereafter
existing is hereby subordinated to the Facility Indebtedness. Guarantors will
not seek, accept, or retain for Guarantors' own account, any payment from
Borrower on account of such subordinated debt at any time when a Default exists
under the Credit Agreement or the Loan Documents, and any such payments to
Guarantors made while any Default then exists under the Credit Agreement or the
Loan Documents on account of such subordinated debt shall be collected and
received by Guarantors in trust for the Lenders

                                       D-4
<PAGE>

and shall be paid over to the Administrative Agent on behalf of the Lenders on
account of the Facility Indebtedness without impairing or releasing the
obligations of Guarantors hereunder.

         10.      Guarantors hereby subordinate to the Facility Indebtedness any
and all claims and rights, including, without limitation, subrogation rights,
contribution rights, reimbursement rights and set-off rights, which Guarantors
may have against Borrower arising from a payment made by Guarantors under this
Guaranty and agree that, until the entire Facility Indebtedness is paid in full,
not to assert or take advantage of any subrogation rights of Guarantors or the
Lenders or any right of Guarantors or the Lenders to proceed against (i)
Borrower for reimbursement, or (ii) any other guarantor or any collateral
security or guaranty or right of offset held by the Lenders for the payment of
the Facility Indebtedness and performance of the Obligations, nor shall
Guarantors seek or be entitled to seek any contribution or reimbursement from
Borrower or any other guarantor in respect of payments made by Guarantors
hereunder. It is expressly understood that the agreements of Guarantors set
forth above constitute additional and cumulative benefits given to the Lenders
for their security and as an inducement for their extension of credit to
Borrower.

         11.      Any amounts received by a Lender from any source on account of
any indebtedness may be applied by such Lender toward the payment of such
indebtedness, and in such order of application, as a Lender may from time to
time elect.

         12.      Guarantors hereby submit to personal jurisdiction in the State
of Ohio for the enforcement of this Guaranty and waives any and all personal
rights to object to such jurisdiction for the purposes of litigation to enforce
this Guaranty. Guarantors hereby consent to the jurisdiction of either the
Cuyahoga County Court of Common Pleas in Cleveland, Ohio or the United States
District Court in Cleveland, Ohio in any action, suit, or proceeding which the
Administrative Agent or a Lender may at any time wish to file in connection with
this Guaranty or any related matter. Guarantors hereby agree that an action,
suit, or proceeding to enforce this Guaranty may be brought in any state or
federal court in the State of Ohio and hereby waives any objection which
Guarantors may have to the laying of the venue of any such action, suit, or
proceeding in any such court; provided, however, that the provisions of this
Paragraph shall not be deemed to preclude the Administrative Agent or a Lender
from filing any such action, suit, or proceeding in any other appropriate forum.

         13.      All notices and other communications provided to any party
hereto under this Agreement or any other Loan Document shall be in writing or by
telex or by facsimile and addressed or delivered to such party at its address
set forth below or at such other address as may be designated by such party in a
notice to the other parties. Any notice, if mailed and properly addressed with
postage prepaid, shall be deemed given when received; any notice, if transmitted
by facsimile, shall be deemed given when transmitted. Notice may be given as
follows:

                  To Guarantors:

                           Glimcher Properties Corporation
                           150 East Gay Street
                           Columbus, Ohio 43215
                           Attention: George A. Schmidt
                           Telephone: 614-621-9000
                           Facsimile: 614-621-8863

                                       D-5
<PAGE>

                  With a copy to:

                           Glimcher Realty Trust
                           150 East Gay Street
                           Columbus, Ohio 43215
                           Attention: George A. Schmidt
                           Telephone: 614-621-9000
                           Facsimile: 614-621-8863

                  To KeyBank as Administrative Agent and as a Lender:

                           KeyBank National Association
                           227 West Monroe Street, 18th Floor
                           Chicago, Illinois  60606
                           Attention: Real Estate Capital
                           Phone:     312-730-2731
                           Facsimile: 312-730-2755

                  With a copy to:

                           KeyBank National Association
                           127 Public Square
                           Cleveland, Ohio 44114
                           Attention: Real Estate Capital
                           Phone:     216-689-4660
                           Facsimile: 216-689-4997

                  With a copy to:

                           Sonnenschein Nath & Rosenthal, LLP
                           8000 Sears Tower
                           Chicago, Illinois  60606
                           Attention: Patrick G. Moran, Esq.
                           Telephone: (312) 876-8132
                           Facsimile: (312) 876-7934

                  If to any other Lender, to its address set forth in the Credit
Agreement.

         14.      This Guaranty shall be binding upon the heirs, executors,
legal and personal representatives, successors and assigns of Guarantors and
shall inure to the benefit of the Administrative Agent and the Lenders'
successors and assigns.

         15.      This Guaranty shall be construed and enforced under the
internal laws of the State of Ohio.

         16.      GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR
ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT

                                      D-6
<PAGE>

UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING
FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND AGREE
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

                                      D-7
<PAGE>

         IN WITNESS WHEREOF, Guarantors have executed and delivered this
Guaranty as of the date first written above.

                                               GLIMCHER REALTY TRUST

                                                    By:_________________________
                                                    Its:________________________

                                               GLIMCHER PROPERTIES CORPORATION

                                                    By:_________________________
                                                    Its:________________________

                                      D-8
<PAGE>

                                    EXHIBIT E

            ENVIRONMENTAL INVESTIGATION SPECIFICATIONS AND PROCEDURES

         Phase I Environmental Site Assessments to be prepared in accordance
with the ASTM Standard Practice for Environmental Site Assessments: Phase I
Environmental Site Assessment Process (ASTM Designation E1527-94), a summary of
which follows:

         This ASTM practice is generally considered the industry standard for
         conducting a Phase I Environmental Site Assessment (ESA). The purpose
         of this standard is to "define good commercial and customary practice
         in the Untied States of America for conducting an ESA of a parcel of
         commercial real estate with respect to the range of contaminants within
         the scope of the Comprehensive Environmental Response, Compensation and
         Liability Act (CERCLA) and petroleum products." The ASTM Phase I ESA is
         intended to permit a user to satisfy one of the requirements to qualify
         for the innocent landowner defense to CERCLA liability; that is, the
         practice that constitutes "all appropriate inquiry into the previous
         ownership and uses of the property consistent with good commercial or
         customary practices" as defined in 42 USC 9601(35)(B).

         The goal of the ASTM Phase I ESA is to identify "recognized
         environmental conditions." Recognized environmental conditions means
         the presence or likely presence of any hazardous substances or
         petroleum products on a property under conditions that indicate an
         existing release, a past release, or a material threat of a release of
         any hazardous substances or petroleum products into structures on the
         property or into the ground, groundwater, or surface water of the
         property. The term includes hazardous substances or petroleum products
         even under conditions in compliance with laws. The term is not intended
         to include de minimus conditions that generally would not be the
         subject of an enforcement action if brought to the attention of
         appropriate governmental agencies.

         The ASTM standard indicates that a Phase I ESA should consist of four
         main components: 1) Records Review; 2) Site Reconnaissance; 3)
         Interviews; and 4) Report. The purpose of the records review is to
         obtain and review records that will help identify recognized
         environmental conditions in connection with the property. The site
         reconnaissance involves physical observation of the property's exterior
         and interior, as well as an observation of adjoining properties.
         Interviews with previous and current owners and occupants, and local
         government officials provides insight into the presence or absence of
         recognized environmental conditions in connection with the property.
         The final component of the ESA, the report, contains the findings of
         the ESA and conclusions regarding the presence or absence of recognized
         environmental conditions in connection with the property. It includes
         documentation to support the analysis, opinions, and conclusions found
         in the report.

         While the use of this practice is intended to constitute appropriate
         inquiry for purposes of CERCLA's innocent landowner defense, it is not
         intended that its use be limited to that purpose. The ASTM standard is
         intended to be an approach to conducting an inquiry designed to
         identify recognized environmental conditions in connection with a
         property, and environmental site assessments.

                                      E-1
<PAGE>

                                    EXHIBIT F

                      FORM OF OPINION OF BORROWER'S COUNSEL

                               ____________, 2003

KeyBank,
as Administrative Agent for the Lenders
127 Public Square, 8th Floor
Cleveland, Ohio

         Re:      $15,000,000 Credit Facility to Glimcher Properties Limited
                  Partnership

Ladies and Gentlemen:

         We have acted as counsel for the Borrower in connection with a
$15,000,000 secured revolving credit facility, (the "Loan"), which Loan is being
made pursuant to that certain Credit Agreement (Acquisition) dated as of October
____, 2003 (the "Credit Agreement") between Borrower, KeyBank and the several
lenders from time to time parties thereto (collectively, the "Lenders"), and
KeyBank, as Administrative Agent (the "Agent").

         In connection with the Loan we have been furnished with originals or
copies certified to our satisfaction of the Articles of Incorporation and Bylaws
of the Borrower, the [PARTNERSHIP AGREEMENT AND CERTIFICATE OF LIMITED
PARTNERSHIP] of the Parent Entities and the Guarantors (as defined in the Credit
Agreement), and all such corporate and other records of the Borrower, the Parent
Entities and the Guarantors, with such declarations and agreements, and
certificates of officers and representatives of the Borrower, the Parent
Entities and the Guarantors, and with such other documents, and we have made
such other examinations and investigations as we have deemed necessary as a
basis for the opinions expressed below.

         We have examined the originals of the following documents, each of
which is addressed to the Lender or to which the Lender is a party (all of which
are sometimes collectively referred to as the "Loan Documents"):

         1.       The Credit Agreement; and

         2.       [describe promissory notes and other Loan Documents].

         Based upon the foregoing, we are of the opinion that:

         1.       Borrower is a limited partnership duly formed, validly
                  existing and in good standing under the laws of the State of
                  [_________]. Borrower has all requisite power and authority to
                  own its properties, carry on its business and to deliver and
                  perform its obligations under the Loan Documents.

         2.       [EACH GUARANTOR AND PARENT ENTITY] is a [LIMITED PARTNERSHIP
                  OR LIMITED LIABILITY COMPANY] duly organized, validly existing
                  and in good standing under the laws of the State of
                  [________]. [EACH GUARANTOR AND PARENT ENTITY] has all
                  requisite power and

                                       F-1
<PAGE>

                  authority to own its properties, carry on its business and to
                  deliver and perform its obligations under the Loan Documents.

         3.       The execution, delivery, and performance by each of the
                  Borrower, the Parent Entities and Guarantors of the Loan
                  Documents to which it is a party has been duly authorized by
                  all necessary action of the Borrower, the Parent Entities and
                  Guarantors, as the case may be, and does not (i) require any
                  consent or approval of any partner or shareholder of such
                  entity or any other person or entity excepting such consents
                  or approvals as have actually been obtained; (ii) violate any
                  provision of any law, rule, or regulation of the United States
                  or the State of Ohio, or any provision of the partnership or
                  corporate law presently in effect having applicability to the
                  Borrower, the Parent Entities or the Guarantors or, as
                  applicable; (iii) violate any provision of the partnership
                  agreement of the Borrower or the articles of incorporation or
                  bylaws of either of the Parent Entities or the partnership
                  agreement or operating agreement of any of the Guarantors;
                  (iv) violate any presently existing statutory or
                  administrative provision or judicial decision applicable to
                  the Borrower, the Parent Entities or the Guarantors; or (v)
                  result in a breach of, or constitute a default under, any
                  agreement or instrument affecting the Borrower, the Parent
                  Entities or the Guarantors.

         3.       Each Loan Document to which it is a party (a) has been
                  properly authorized, executed and delivered by each of the
                  Borrower, the Parent Entities and the Guarantors, (b)
                  constitutes the legal, valid, and binding obligations of the
                  Borrower, the Parent Entities and the Guarantors, and (c) is
                  enforceable in accordance with its terms.

         4.       To our knowledge, no presently existing authorization,
                  exemption, consent, approval, license, or registration with
                  any court or governmental department, commission, bureau,
                  agency, or instrumentality will be necessary for the valid,
                  binding, and enforceable execution, delivery and performance
                  by the Borrower, the Parent Entities or the Guarantors of the
                  Loan Documents.

         5.       To our knowledge, there are no actions, suits, or proceedings
                  pending or threatened against the Borrower, the Parent
                  Entities or the Guarantors before any court or governmental
                  entity or instrumentality which could reasonably be expected
                  to have a Material Adverse Effect (as defined in the Credit
                  Agreement).

         6.       The Loan Documents are governed by the laws of the State of
                  Ohio, and the Loan, including the interest rate reserved in
                  the applicable Note and all fees and charges paid or to be
                  paid by or on behalf of Borrower in connection with such Loan
                  pursuant to the applicable Loan Documents, is not in violation
                  of the usury laws of the State of Ohio.

         The opinions expressed herein are expressly made subject to and
qualified by the following:

         (a) We have assumed that the Loan Documents are duly authorized and
validly executed and delivered by the Agent, the Lenders and all other parties
other than the Borrower, the Parent Entities and the Guarantors.

         (b) This opinion is based upon existing laws, ordinances and
regulations in effect as of the date hereof.

                                       F-2
<PAGE>

         (c) This opinion is limited to the laws of the State of Ohio and
applicable federal law and no opinion is expressed as to the laws of any other
jurisdiction.

         (d) We have assumed the authenticity of all documents submitted to us
as originals (other than the Loan Documents) and the conformity to original
documents of all documents (other than the Loan Documents) submitted to us as
certified or photostatic copies.

         (e) The opinions expressed herein are qualified to the extent that: (i)
the enforceability of any rights or remedies in any agreement or instruments may
be limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting the rights of creditors generally; and (ii) the availability of
specific performance, injunctive relief or any other equitable remedy is subject
to the discretion of a court of competent jurisdiction.

         This opinion may be relied upon by only by the addressees hereof, its
attorneys, auditors, advisors, participants, and their respective successors and
assigns, and not by any other party.

                                                     Very truly yours,

                                      F-3
<PAGE>

                                    EXHIBIT G

                                BORROWER'S NOTICE

Date

KeyBank National Association
Real Estate Capital
ATTENTION: [__________________]
127 Public Square, OH-01-27-0839
Cleveland, OH  44114

                     BORROWING NOTICE (ACQUISITION FACILITY)

Glimcher Properties Limited Partnership ("Borrower") hereby requests an Advance
pursuant to Section 2.8 of the Credit Agreement (Acquisition), dated as of
October ____, 2003 (as amended or modified from time to time, the "Credit
Agreement"), among Glimcher Properties Limited Partnership, the Lenders
referenced therein, and you, as an administrative agent for the Lenders.

An Advance is requested to be made in the amount of $__________, to be made on
_____________. Such Advance shall be a [LIBOR] [Floating Rate] Advance. [The
applicable LIBOR Interest Period shall be _____________.]

The proceeds of this borrowing will be used to purchase the following property:

Name of Property: ______________________________________________
Address of Property: ___________________________________________
Description of Property: _______________________________________
Financing Details: _____________________________________________

The proceeds of the requested loan shall be directed to the following account:

                                    Wiring Instructions:
                                    (Bank Name)
                                    (ABA No.)
                                    (Beneficiary)
                                    (Account No. to Credit)
                                    (Notification Requirement)

In support of this request, Glimcher Properties Limited Partnership hereby
represents and warrants to the Administrative Agent and the Lenders that
acceptance of the proceeds of such Advance by the Borrower shall be deemed to
further represent and warrant that all requirements of Section 4.2 of the Credit
Agreement in connection with such Advance have been satisfied at the time such
proceeds are disbursed.

                                    Date: ___________________________________

                                    Borrower: Glimcher Properties Limited
                                    Partnership, a Delaware limited partnership,

                                    By: Glimcher Properties Corporation, its
                                        sole general partner

                                    By:   ___________________________________
                                    Name: ___________________________________
                                    Its:  ___________________________________

                                       G-1
<PAGE>

                                   SCHEDULE 1

                       LIST OF INITIAL UNENCUMBERED ASSETS

<TABLE>
<CAPTION>
      Name of Project       Legal Owner Name       Street Address        Zip Code    City      County       State
      ---------------       ----------------       --------------        --------    ----      ------       -----
<S>   <C>                   <C>                    <C>                   <C>         <C>       <C>          <C>
1)    Ashland
2)    Audubon
3)    Ayden
4)    Bollweevil
5)    Buckhannon
6)    Cambridge
7)    Canal Place
8)    Corry
9)    Cumberland
10)   Grand Union
11)   Kmart Alliance
12)   Linden
13)   Louisville
14)   Lowes Marton
15)   Middletown
16)   Monroe
17)   Morgantown PI
18)   New Albany
19)   Newberry
20)   North Homer
21)   Rend Lake
22)   Rhea Cty
23)   Roane Cty
24)   Scott Town
25)   Stewart PI
26)   Vincennes
</TABLE>

                                       i

<PAGE>

                                   SCHEDULE 2

           EXCEPTIONS, IF ANY, TO OWNERSHIP FREE OF UNPERMITTED LIENS
                                 (SECTION 5.13)

NONE

                                       ii

<PAGE>

                                   SCHEDULE 3

                                   LITIGATION
                                (SEE SECTION 5.6)

NONE

                                      iii

<PAGE>

                                   SCHEDULE 4

                              ENVIRONMENTAL MATTERS
                               (SEE SECTION 5.20)

NONE

                                       iv

<PAGE>

                                   SCHEDULE 5

         SUBSIDIARIES OF GLIMCHER PROPERTIES LIMITED PARTNERSHIP ("GPLP")

A. CONSOLIDATED

-        Grand Central Limited Partnership, a Delaware limited partnership
         99% by GPLP

-        Morgantown Mall Associates Limited Partnership, an Ohio limited
         partnership
         99% by GPLP

-        Glimcher University Mall Limited Partnership, a Delaware limited
         partnership
         99% by GPLP

-        Weberstown Mall, LLC, a Delaware limited liability company
         99% by GPLP

-        Glimcher Northtown Venture, LLC, a Delaware limited liability company
         99% by GPLP

-        Montgomery Mall Associates Limited Partnership, a Delaware limited
         partnership
         99% by GPLP

-        Olathe Mall LLC, a Delaware limited liability company
         99% by GPLP

-        Great Plains Metromall, LLC, a Delaware limited liability company
         45% by GPLP & 54% by Olathe Mall, LLC

-        Johnson City Venture LLC, a Delaware limited liability company
         99% by GPLP

-        Mount Vernon Venture, LLC, a Delaware limited liability company
         99% by GPLP

-        JG Mezzanine, LLC, a Delaware limited liability company
         100% by GPLP

-        N.J. Metromall Urban Renewal, Inc., a Delaware corporation
         100% by JG Mezzanine, LLC

-        Glimcher Jersey Gardens, LLC, a Delaware limited liability company
         100% by JG Mezzanine, LLC

-        Glimcher JG Urban Renewal, Inc., a Delaware corporation
         100% by GPLP

-        Jersey Gardens Center, LLC, a Delaware limited liability company
         100% by GPLP

-        Loyal Plaza Venture, L.P., a Delaware limited partnership
         99% by GPLP

-        Glimcher Loyal Plaza Tenant, L.P., a Delaware limited partnership
         99% by GPLP

-        Glimcher Supermall Venture LLC, a Delaware limited liability company
         99% by GPLP

-        Dayton Mall Venture, LLC, a Delaware limited liability company

                                       v

<PAGE>

         99% by GPLP

-        Colonial Park Mall Limited Partnership, a Delaware limited partnership
         99.5% by GPLP

-        Colonial Park Trust, a Delaware Business trust
         100% by Colonial Park Mall limited Partnership

-        Catalina Partners LP, a Delaware limited partnership
         99% by Colonial Park Mall Limited Partnership & 1% by Colonial Park
         Trust

-        San Mall Limited Partnership, a Delaware limited partnership
         99.5% by GPLP

-        Glimcher Westpark Plaza, LLC, a Delaware limited liability company
         100% by GPLP

-        Morningside Plaza, LLC, a Delaware limited liability company
         100% by GPLP

-        New Boston Mall, LLC, a Delaware limited liability company
         100% by GPLP

-        Shady Springs Plaza, LLC, a Delaware limited liability company
         100% by GPLP

-        Southside Mall, LLC, a Delaware limited liability company
         100% by GPLP

-        Glimcher Linden Corners, LLC, a Delaware limited liability company
         100% by GPLP

-        Glimcher Ashland Venture, LLC, a Delaware limited liability company
         100% by GPLP

-        Glimcher River Valley Mall, LLC, a Delaware limited liability company
         100% by GPLP

-        Glimcher Columbia, LLC, a Delaware limited liability company
         100% by GPLP

-        Fairfield Village, LLC, a Delaware limited liability company
         100% by GPLP

-        LC Portland, LLC, a Delaware limited liability company
         100% by GPLP

-        GB Northtown, LLC, a Delaware limited liability company
         100% by GPLP

-        Charlotte Eastland Mall, LLC, a Delaware limited liability company
         99% by GPLP

-        Glimcher Westshore, LLC, a Delaware limited liability company
         100% by GPLP

-        MFC Beavercreek, LLC, a Delaware limited liability company
         100% by GPLP

-        Glimcher Development Corporation, a Delaware corporation
         (non-qualified REIT subsidiary)
         100% by GPLP

-        Ohio Entertainment Corporation, a Delaware corporation
         100% by Glimcher Development Corporation

<PAGE>

-        Trans State Development, Inc., a Delaware corporation
         100% by Glimcher Development Corporation

-        Trans State Development, LLC, a Delaware limited liability company
         99% by Glimcher Development Corporation & 1% by Trans State
         Development, Inc.

B.  UNCONSOLIDATED

-        Polaris Center, LLC, a Delaware limited liability company
         49% by GPLP

-        Polaris Mall, LLC, a Delaware limited liability company
         39.2857% by GPLPA.  Consolidated

<PAGE>

                                   SCHEDULE 6

                    LIST OF ANY EXISTING INDEBTEDNESS SECURED
                 BY PLEDGE OF STOCK OR OTHER OWNERSHIP INTERESTS

1.) Mezzanine Loan originated July 7, 2000 for The Great Mall of the Great
         Plains, Olathe Kansas, in the amount of $17,000,000 secured by a pledge
         by Olathe Mall, LLC of its membership interest in Great Plains
         Metromall, LLC.

2.) Mezzanine Loan originated May 31, 2002 for Jersey Gardens in the amount of
         $30,000,000 secured by a pledge by JG Mezzanine, LLC of its membership
         interest in Glimcher Jersey Gardens, LLC.

                                       vi