WELLSFORD REAL PROPERTIES INC
EXHIBIT 10.45
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-45.txt
<DESCRIPTION>EXHIBIT 10.45
<TEXT>
                                                                   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 in six equal quarterly installments on the first day of each
     calendar quarter, commencing October 1, 2003 and ending January 1, 2005.

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 exist as of the date
     hereof or after giving effect to this Amendment; and

          (b) as of the date hereof, and after giving effect to this Amendment,
     all representations, warranties and agreements of the Bond Issuer and WRP
     contained in the Letter of Credit Agreement will be true and correct in all
     material respects.

3. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS
THEREOF.

4. Effectiveness. This Amendment shall be effective as of the date hereof.

5. Agreement Not Otherwise Amended. This Amendment is limited precisely as
written and shall not be deemed to be an amendment, consent, waiver or
modification of any other term or condition of the Letter of Credit Agreement or
any of the instruments or agreements referred to therein, or prejudice any right
or rights which the Bank may now have or may have in the future under or in
connection with the Letter of Credit Agreement or any of the instruments or
agreements referred to therein. Except as expressly modified hereby, the terms
and provisions of the Letter of Credit Agreement shall continue in full force
and effect. Whenever the Letter of Credit Agreement is referred to in the Letter
of Credit Agreement or any of the instruments, agreements or other documents or
papers executed and delivered in connection therewith (including, without
limitation, the Letter of Credit or the Guaranty), it shall be deemed to be a
reference to the Letter of Credit Agreement as modified hereby.

6. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.

                              PALOMINO PARK PUBLIC IMPROVEMENTS
                                 CORPORATION

                              By/s/ David M. Strong
                                ----------------------------
                                      Name:  David M. Strong
                                      Title:  President



                              WELLSFORD REAL PROPERTIES, INC.



                              By/s/ James J. Burns
                                ----------------------------
                                      Name:  James J. Burns
                                      Title:  Senior Vice President



                              COMMERZBANK AG,
                                 NEW YORK BRANCH



                              By/s/ Douglas Traynor
                                ----------------------------
                                      Name:  Douglas Traynor
                                      Title:  Senior Vice President


                              By/s/ Christian Berry
                                ----------------------------
                                      Name:  Christian Berry
                                      Title:  Vice President

Acknowledged and consented to:

ERP OPERATING LIMITED PARTNERSHIP

By EQUITY RESIDENTIAL, General Partner



By /s/   Bruce C. Strohm
-------------------------------------------
  Name:  Bruce C. Strohm
  Title: Executive Vice President


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