Negative Pledge Agreement

EXHIBIT 10.18


NEGATIVE PLEDGE AGREEMENT


THIS NEGATIVE PLEDGE AGREEMENT (this "Agreement") is dated as of January 5, 2004, and is made by and between Glimcher Properties Limited Partnership, a Delaware limited partnership ("Borrower") and Bank One, NA, a national banking association ("Lender").


RECITALS


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


B. Borrower has requested and Lender has agreed to make a loan
(the "Loan") available to Borrower to enable Borrower to
acquire the remaining sixty-one percent (61%) of the issued
and outstanding membership interest in Polaris Mall, LLC, a
Delaware limited liability company pursuant to a Loan
Agreement between Borrower and Lender dated of even date
herewith (the "Loan Agreement").


C. Borrower has agreed as a form of security for Lender to
identify a pool of properties owned by Borrower and agreed not
to encumber such properties during the term of the Loan and
subject to the terms and conditions set forth herein.


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


1. Properties Identified. Borrower has, on Exhibit A attached hereto and incorporated herein, identified Twenty-Five (25) properties owned, operated, leased and/or managed by Borrower (the "Affected Properties"), that are not subject to a lien, mortgage, pledge (other than this negative pledge), hypothecation, encumbrance or like arrangement, and that provide Borrower with an annual Net Operating Income of Five Million Five Hundred Thousand and 00/100 Dollars ($5,500,000.00) as of the end of the period stated on Exhibit A and otherwise comply with the terms of this Agreement.


2. Grant of Negative Pledge. Subject to Section 3 hereof, Borrower hereby agrees with Lender that it s ...