FIFTH AMENDMENT TO LOAN
AGREEMENT
THIS FIFTH AMENDMENT TO LOAN
AGREEMENT (together with
all schedules hereto, this “Amendment”) among PGRT ESH,
Inc., a Delaware corporation (the “Borrower”),
Lightstone Holdings LLC, a Delaware limited liability company
(“Lightstone Holdings”), David Lichtenstein (together
with Lightstone Holdings, the “Guarantors,” and
collectively with the Borrower, the “Loan Parties”),
and Citicorp USA, Inc., a Delaware corporation (the
“Lender”), is made as of April 30,
2009.
WHEREAS , the Borrower and the Lender are parties to the
Amended and Restated Loan Agreement dated as of June 6, 2008,
as amended by the First Amendment to Loan Agreement dated as of
October 31, 2008 (as amended by that certain letter agreement dated
December 31, 2008, that certain letter agreement dated
January 30, 2009 and that certain letter agreement dated
March 2, 2009; collectively, the “First
Amendment”) among the Loan Parties and the Lender, the Second
Amendment to Loan Agreement dated as of December 31, 2008
among the Loan Parties and the Lender (the “Second
Amendment”), the Third Amendment to Loan Agreement dated as
of January 30, 2009 among the Loan Parties and the Lender (the
“Third Amendment”) and the Waiver and Fourth Amendment
to Loan Agreement dated as of March 2, 2009 (the “Fourth
Amendment”; such Loan Agreement as amended by the First
Amendment, the Second Amendment, the Third Amendment and the Fourth
Amendment being hereinafter referred to as the “Loan
Agreement”; the terms defined therein being used herein as
therein defined) among the Loan Parties and the Lender;
WHEREAS , each of the Guarantors guaranteed the
liabilities and obligations of the Borrower under the Loan
Agreement on the terms and conditions set forth in an Amended and
Restated Guaranty dated June 6, 2008, each as amended by the
First Amendment to Amended and Restated Guaranty dated as of
October 31, 2008 by each of the Guarantors in favor of the
Lender (each, as amended, a “Guaranty”); and
WHEREAS , the Loan Parties and the Lender have executed
a letter agreement dated the date hereof pursuant to which the
Lender and the Loan Parties have agreed to amend further the First
Amendment.
NOW, THEREFORE,
the Borrower, the Guarantors and the Lender agree as
follows:
SECTION 1. Amendments to Loan Agreement
. Effective as of the
date hereof, subject to the satisfaction of the conditions to
effectiveness set forth in Section 2, the Loan Agreement is
amended as follows:
(a) The following new definition is hereto
are hereby added to Section 1.1 of the Loan Agreement in the
appropriate alphabetical order:
“Lichtenstein Loan” shall have the
same meaning ascribed to the definition of “Loan” in
the Lichtenstein Credit Agreement.
(b) Section 2.2.4 is amended by
deleting “April 30, 2009” each time it appears in
the amortization schedule and substituting “June 15,
2009” therefor.
(c) Section 2.2.5 is amended by adding
“and upon written notice received from the Lender,”
after “Upon the occurrence and during the continuance of an
Event of Default” in the first sentence.
(d) Section 2.3.2(b) is amended and
restated as set forth in Schedule 1 hereto:
(e) Schedule 2.3.2(b) is hereby
deleted and replaced with Schedule 1(b) hereto.
(f) Section 5.1 is hereby amended by
adding the following new sections thereto:
“
Section 5.1.14 Cash Committee .
Borrower shall cause The Lightstone Group, LLC
to (i) maintain a committee to oversee, approve and monitor
the cash flow and capital expenditures of Borrower and its
Affiliates established on or before April 30, 2009 (the
“Cash Committee”) and (ii) continue to engage two
representatives of Focus Management Group USA,
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