Exhibit 10.45
NOVEMBER 2003 AMENDMENT TO THE
LETTER OF CREDIT REIMBURSEMENT AGREEMENT
NOVEMBER 2003
AMENDMENT TO THE LETTER OF CREDIT REIMBURSEMENT AGREEMENT
(this "Amendment"), dated as of November 7,
2003, 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 1.1 of the Letter of
Credit Agreement is hereby amended by
deleting the defined term "Consolidated
EBITDA" in its entirety and replacing it
with the following:
"Consolidated EBITDA" means, with respect to any period, an
amount
equal to EBITDA
of WRP and its Subsidiaries for such period, consolidated
in accordance
with generally accepted accounting principles; provided,
however, that,
for purposes of any determination of Consolidated EBITDA,
the $4,368,000
prepayment penalty amount received by WRP on September 30,
2003 with
respect to a $25,000,000 note receivable shall not be deemed to
be an
extraordinary or non-recurring item and shall be deemed to have
been
received i
