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                                                                 Exhibit 10.145


                                   SUBSTITUTE
                                 REVOLVING NOTE


$30,000,000.00                   Columbus, Ohio                  August 1, 2001


         FOR VALUE RECEIVED, the undersigned, hereinafter referred to in the
plural, promise to pay to the order of KeyBank National Association (hereinafter
called the "Bank," which term shall include any holder hereof) at such place as
the Bank may designate or, in the absence of such designation, at any of the
Bank's offices, the sum of Thirty Million Dollars ($30,000,000.00) or so much
thereof as shall have been advanced by the Bank at any time and not hereafter
repaid (hereinafter referred to as "Principal Sum") together with interest as
hereinafter provided and payable at the time(s) and in the manner(s) hereinafter
provided. The proceeds of the loan evidenced hereby may be advanced, repaid and
readvanced in partial amounts during the term of this revolving note ("Note")
and prior to maturity as provided in the Loan Agreement hereinafter described.

         This Note is executed and the advances contemplated hereunder are to be
made pursuant to a Third Amended and Restated Loan Agreement dated as of January
31, 2001, as amended (hereinafter called the "Loan Agreement") and all the
covenants, representations, agreements, terms, and conditions contained therein,
including but not limited to conditions of default, are incorporated herein as
if fully rewritten. This Note is one of nine (9) promissory notes executed and
delivered to the lenders that are parties to the Loan Agreement, in substitution
for certain of the promissory notes originally executed and delivered to the
lenders that were original parties to the Loan Agreement.

INTEREST
--------

         Interest will accrue on the unpaid balance of the Principal Sum until
paid at the rate or rates of interest set forth in the Loan Agreement.

         Upon default, whether by acceleration or otherwise, interest will
accrue on the unpaid balance of the Principal Sum and unpaid interest, if any,
until paid at a variable rate of interest per annum, which shall change in the
manner set forth below, equal to the Prime Interest Rate plus two (2) percent.
"Prime Interest Rate" means the higher of (a) the Prime Commercial Rate of The
Huntington National Bank, from time to time in effect, with each change in the
Prime Commercial Rate automatically and immediately changing the interest rate
on the Loan without notice to the undersigned; or (b) the Federal Funds Rate
plus one-half of one percent (1/2%) per annum. "Prime Commercial Rate" means the
rate established by The Huntington National Bank from time to time as its Prime
Commercial Rate based on its consideration of economic, money market, business
and competitive factors and it is not necessarily the lowest rate charged by The

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Huntington National Bank to business borrowers. "Federal Funds Rate" means for
any day the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or if such day is not a business day,
the next preceding business day) by the Federal Reserve Bank of New York, or if
such rate is not so published for any day which is a business day, the average
of the quotations for such day and such transactions received by the
Administrative Agent (as defined in the Loan Agreement) from three Federal funds
brokers of recognized standing selected by the Administrative Agent.

         All interest shall be calculated on the basis of a 360 day year for the
actual number of days the Principal Sum or any part thereof remains unpaid.
There shall be no penalty for prepayment.

MANNER OF PAYMENT
-----------------

         The Principal Sum shall be payable on January 31, 2004, and accrued
interest shall be due and payable monthly at the times provided in the Loan
Agreement, and at maturity, whether by demand, acceleration or otherwise.

LATE CHARGE
-----------

         Any installment or other payment not made within 10 days of the date
such payment or installment is due shall be subject to a late charge equal to 5%
of the amount of the installment or payment.

DEFAULT
-------

         Upon the occurrence of any of the Events of Default described in
Section 12 of the Loan Agreement, the Bank may, at its option, without notice or
demand, accelerate the maturity of the obligations evidenced hereby, which
obligations shall become immediately due and payable. In the event the Bank
shall institute any action for the enforcement or collection of the obligations
evidenced hereby, the undersigned agree to pay all costs and expenses of such
action, including reasonable attorneys' fees, to the extent permitted by law.

GENERAL PROVISIONS
------------------

         All of the parties hereto, including the undersigned, and any indorser,
surety, or guarantor, hereby severally waive presentment, notice of dishonor,
protest, notice of protest, and diligence in bringing suit against any party
hereto, and consent that, without discharging any of them, the time of payment
may be extended an unlimited number of times before or after maturity without
notice. The Bank shall not be required to pursue any party hereto, including any
guarantor, or to exercise any rights against any collateral herefor before
exercising any other such rights.

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         The obligations evidenced hereby may from time to time be evidenced by
another note or notes given in substitution, renewal or extension hereof. Any
security interest or mortgage which then secures the obligations evidenced
hereby shall remain in full force and effect notwithstanding any such
substitution, renewal, or extension.

         The captions used herein are for references only and shall not be
deemed a part of this Note. If any of the terms or provisions of this Note shall
be deemed unenforceable, the enforceability of the remaining terms and
provisions shall not be affected. This Note shall be governed by and construed
in accordance with the law of the State of Ohio.


WAIVER OF RIGHT TO TRIAL BY JURY
--------------------------------

         THE UNDERSIGNED ACKNOWLEDGE THAT, AS TO ANY AND ALL DISPUTES THAT MAY
ARISE BETWEEN THE UNDERSIGNED AND THE BANK, THE COMMERCIAL NATURE OF THE
TRANSACTION OUT OF WHICH THIS NOTE ARISES WOULD MAKE ANY SUCH DISPUTE UNSUITABLE
FOR TRIAL BY JURY. ACCORDINGLY, THE UNDERSIGNED HEREBY WAIVE ANY RIGHT TO TRIAL
BY JURY AS TO ANY AND ALL DISPUTES THAT MAY ARISE RELATING TO THIS NOTE OR TO
ANY OF THE OTHER INSTRUMENTS OR DOCUMENTS EXECUTED IN CONNECTION HEREWITH.



                             GLIMCHER PROPERTIES LIMITED PARTNERSHIP

                             By: Glimcher Properties Corporation

                             Its: Sole General Partner


                             By: /s/ George A. Schmidt
                                ------------------------------------------------
                                     George A. Schmidt
                             Its:    Executive Vice President