0000950123-09-035535 Sample Contracts

FIFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 14th, 2009 • Prime Group Realty Trust • Real estate investment trusts

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.

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PGRT ESH, INC. 77 West Wacker Drive Suite 3900 Chicago, Illinois 60601 April 30, 2009
Prime Group Realty Trust • August 14th, 2009 • Real estate investment trusts

Reference is made to the Amended and Restated Loan Agreement dated as of June 6, 2008 among PGRT ESH, Inc. (the “Borrower”), Lightstone Holdings LLC, David Lichtenstein (together with Lightstone Holdings LLC and the Borrower, the “Loan Parties”), and Citicorp USA, Inc. (the “Lender”), as amended by that certain First Amendment to Loan Agreement dated as of October 31, 2008 among the Loan Parties and the Lender (as amended by, that certain letter agreement dated December 31, 2008 among the Loan Parties and the Lender, that certain letter agreement dated January 30, 2009 among the Loan Parties and the Lender and that certain letter agreement dated March 2, 2009 among the Loan Parties and the Lender, collectively, the “First Amendment”), that certain Second Amendment to Loan Agreement dated as of December 31, 2008 among the Loan Parties and the Lender, that certain Third Amendment to Loan Agreement dated as of January 30, 2009 among the Loan Parties and the Lender, that certain Waiver and

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