GLIMCHER REALTY TRUST
EXHIBIT 10.12
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>14
<FILENAME>l05119aexv10w12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.12

                     AMENDED AND RESTATED PROMISSORY NOTE B

$24,837,623                                                   New York, New York
                                                                    May 22, 2003

                  WHEREAS, UBS Warburg Real Estate Investments Inc. is the owner
and holder of that certain Promissory Note B made by Borrower on April 1, 2003
in the original principal amount of $15,000,000 ("ORIGINAL NOTE B") and that
certain Promissory Note A made by Borrower on April 1, 2003 in the original
principal amount of $135,000,000 ("ORIGINAL NOTE A" and together with Original
Note B the "ORIGINAL NOTES");

                  WHEREAS, concurrently herewith, Borrower and Lender are
amending and restating Original Note A into an amended and restated promissory
note in the principal amount of $125,000,000 ("AMENDED NOTE A");

                  WHEREAS, as of the date hereof, the aggregate outstanding
principal amount of Original Note B is $15,000,000.00;

                  WHEREAS, UBS Warburg Real Estate Investments Inc., as lender,
and PFP Columbus, LLC, a Delaware limited liability company, as borrower, wish
to amend and restate the indebtedness evidenced by Original Note B into an
amended and restated promissory note in the principal amount of $24,827,623:

                  NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Original Note B is hereby amended and restated in its entirety to
read as follows (Original Note B, as so amended and restated being hereinafter
referred to as this "NOTE"):

                  FOR VALUE RECEIVED PFP COLUMBUS, LLC, a Delaware limited
liability company, as maker, having its principal place of business at c/o
Glimcher Properties Limited Partnership, 20 South Third Street, Columbus, Ohio
43215 ("BORROWER"), hereby unconditionally promises to pay to the order of UBS
WARBURG REAL ESTATE INVESTMENTS INC., as lender, having an address at 1285
Avenue of the Americas, 11th Floor, New York, New York 10019 ("LENDER"), or at
such other place as the holder hereof may from time to time designate in
writing, the principal sum of TWNETY FOUR MILLION EIGHT HUNDRED TWENTY SEVEN
THOUSAND SIX HUNDRED TWENTY THREE AND NO/100 DOLLARS ($24,827,623), advanced
pursuant to that certain Loan Agreement dated as of April 1,2003 between
Borrower and Lender as amended by that certain First Amendment to Loan Agreement
and Reaffirmation Agreement between Borrower and Lender, dated as of the date
hereof (the AMENDED LOAN AGREEMENT"), in lawful money of the United States of
America, with interest thereon to be computed from the date of this Note at the
Interest Rate, and

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to be paid in accordance with the terms of this Note and the Loan Agreement. All
capitalized terms not defined herein shall have the respective meanings set
forth in the Loan Agreement.

                            ARTICLE 1: PAYMENT TERMS

                  Borrower agrees to pay the principal sum of this Note and
interest on the unpaid principal sum of this Note from time to time outstanding
at the rates and at the times specified in Article II of the Loan Agreement and
the outstanding balance of the principal sum of this Note and all accrued and
unpaid interest thereon shall be due and payable on the Maturity Date.

                       ARTICLE 2: DEFAULT AND ACCELERATION

                  The Debt shall without notice become immediately due and
payable at the option of Lender if any payment required in this Note is not paid
on or prior to the date when due or if not paid on the Maturity Date or on the
happening of any other Event of Default.

                            ARTICLE 3: LOAN DOCUMENTS

                  This Note is secured by the Mortgage and the other Loan
Documents. All of the terms, covenants and conditions contained in the Loan
Agreement, the Mortgage and the other Loan Documents are hereby made part of
this Note to the same extent and with the same force as if they were fully set
forth herein. In the event of a conflict or inconsistency between the terms of
this Note and the Loan Agreement, the terms and provisions of the Loan Agreement
shall govern.

                            ARTICLE 4: SAVINGS CLAUSE

                  Notwithstanding anything to the contrary, (a) all agreements
and communications between Borrower and Lender are hereby and shall
automatically be limited so that, after taking into account all amounts deemed
interest, the interest contracted for, charged or received by Lender shall never
exceed the maximum lawful rate or amount, (b) in calculating whether any
interest exceeds the lawful maximum, all such interest shall be amortized,
prorated, allocated and spread over the full amount and term of all principal
indebtedness of Borrower to Lender, and (c) if through any contingency or event,
Lender receives or is deemed to receive interest in excess of the lawful
maximum, any such excess shall be deemed to have been applied toward payment of
the principal of any and all then outstanding indebtedness of Borrower to
Lender, or if there is no such indebtedness, shall immediately be returned to
Borrower.

                                      -2-

<PAGE>

                            ARTICLE 5: NO ORAL CHANGE

                  This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the
part of Borrower or Lender, but only by an agreement in writing signed by the
party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.

                               ARTICLE 6: WAIVERS

                  Borrower and all others who may become liable for the payment
of all or any part of the Debt do hereby severally waive presentment and demand
for payment, notice of dishonor, notice of intention to accelerate, notice of
acceleration, protest and notice of protest and non-payment and all other
notices of any kind. No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrower or any other Person who may become liable for the
payment of all or any part of the Debt under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents. If Borrower is a partnership or
limited liability company, the agreements herein contained shall remain in force
and be applicable, notwithstanding any changes in the individuals comprising the
partnership or limited liability company, and the term "Borrower," as used
herein, shall include any alternate or successor partnership or limited
liability company, but any predecessor partnership or limited liability company
shall not thereby be released from any liability. If Borrower is a corporation,
the agreements contained herein shall remain in full force and be applicable
notwithstanding any changes in the shareholders comprising, or the officers and
directors relating to, the corporation, and the term "Borrower," as used herein,
shall include any alternative or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder. (Nothing in the
foregoing sentence shall be construed as a consent to, or a waiver of, any
prohibition or restriction on transfers of interests in such partnership,
limited liability company or corporation, which may be set forth in the Loan
Agreement, the Mortgage or any other Loan Document.)

                               ARTICLE 7: TRANSFER

                  Upon the transfer of this Note, Borrower hereby waiving notice
of any such transfer, Lender may deliver all the collateral mortgaged, granted,
pledged or assigned pursuant to the Loan Documents, or any part thereof, to the
transferee who shall thereupon become vested with all the rights herein or under
applicable law given to Lender with respect thereto, and Lender shall thereafter
forever be relieved and fully discharged from any liability or responsibility in
the matter; but Lender shall retain all rights hereby given to it with respect
to any liabilities and the collateral not so transferred.

                                      -3-

<PAGE>

                             ARTICLE 8: EXCULPATION

                  The provisions of Section 11.22 of the Loan Agreement are
hereby incorporated by reference into this Note to the same extent and with the
same force as if fully set forth herein.

                            ARTICLE 9: GOVERNING LAW

                  (A) THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK, AND
MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE
PROCEEDS OF THIS NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE
PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE
UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO
PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY
AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER
JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW.

                  (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR
BORROWER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT LENDER'S OPTION BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW
YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND
BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE
AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,
ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

                           Corporation Service Company
                           1177 Avenue of the Americas
                           17th Floor
                           New York, New York 10036

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH

                                      -4-

<PAGE>

SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK,
AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN
NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED
HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON
BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.
BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS
AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE
A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH
SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR
SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS
AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED
WITHOUT LEAVING A SUCCESSOR.

                               ARTICLE 10: NOTICES

                  All notices or other written communications hereunder shall be
delivered in accordance with Section 11.6 of the Loan Agreement.

            ARTICLE 11: AMENDEMENT AND RESTATEMENT OF ORIGINAL NOTES

                  This Note and Amended and Restated Note A are intended to
amend and restate Original Note A and Original Note Band is not intended to
create any new indebtedness or constitute a novation as to Borrower's
obligations under Original Note B, as such obligations are amended and restated
hereby. Lender is the lawful owner and holder of Original Note B which Original
Note B evidences a total outstanding principal indebtedness of $15,000,000. All
references in Original Note A to the Loan Agreement hall mean the Amended Loan
Agreement.

                         [NO FURTHER TEXT ON THIS PAGE]

                                      -5-

<PAGE>

                  IN WITNESS WHEREOF, Borrower has duly executed this Note as of
the day and year first above written.

                            PFP COLUMBUS, LLC, a Delaware limited liability
                            company

                            By: Polaris Mall, LLC, a Delaware limited liability
                                company, its Manager

                                By: Glimcher Properties Limited Partnership, a
                                    Delaware limited partnership, its Manager

                                    By: Glimcher Properties Corporation, a
                                        Delaware corporation, its Sole
                                        General Partner

                                        By: _______________________
                                            George A. Schmidt,
                                            Executive Vice President

                             UBS WARBURG REAL ESTATE INVESTMENTS INC.,
                             a Delaware corporation

                             By: ________________________________
                                 Name:
                                 Title:

                             By: ________________________________
                                 Name:
                                 Title:

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