Exhibit 10.59
MARCH 2004 AMENDMENT TO THE
LETTER OF CREDIT REIMBURSEMENT AGREEMENT
MARCH 2004
AMENDMENT TO THE LETTER OF CREDIT REIMBURSEMENT AGREEMENT
(this "Amendment"), dated as of March 11,
2004, among Palomino Park Public
Improvements Corporation, a Colorado
nonprofit corporation (the "Bond Issuer"),
Wellsford Real Properties, Inc., a Maryland
corporation ("WRP"), and Commerzbank
AG, acting through its New York Branch (the
"Bank"). All capitalized terms
defined in the hereinafter defined Letter
of Credit Agreement shall have the
same meaning when used herein unless
otherwise defined herein.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the
Bond Issuer, WRP and the Bank are parties to a Letter of
Credit Reimbursement Agreement dated as of
June 16, 2000 (as in effect on the
date hereof, the "Letter of Credit
Agreement"); and
WHEREAS, the
Bond Issuer, WRP and the Bank desire to amend the Letter of
Credit Agreement as hereinafter
provided;
and
WHEREAS, ERP
Operating Limited Partnership, an Illinois limited
partnership, has guaranteed certain
obligations of the Account Parties incurred
or to be incurred pursuant to the Letter of
Credit Agreement;
NOW, THEREFORE,
in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby
agree as follows:
1. Amendment to the Letter of Credit Agreement. Section 6.17(1) of
the
Letter of Credit
Agreement is hereby amended its entirety to the following:
(1) Minimum Shareholder's Equity. WRP will not, at the end of
any
fiscal quarter,
permit its Shareholder's Equity to be less than
$120,000,000
(the "Shareholder's Equity Threshold").
2. Representations and Warranties. In order to induce the Bank
to
enter into this
Amendment, each of the Bond Issuer and WRP hereby
represents and
warrants that:
(a) no Default or Event of Default exists or will ex
