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







                                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





         "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

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