0001362310-09-004648 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY
Guaranty • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts • New York

THIS FIRST AMENDMENT (this “Amendment”) between David Lichtenstein (the “Guarantor”) and Citicorp USA, Inc. (the “Lender”), is made as of October 31, 2008.

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FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 31st day of December, 2008, by and between James F. Hoffman (“Executive”), Prime Group Realty Trust (“PGRT”) and Prime Group Realty, L.P. (“Prime”) (PGRT and Prime are collectively referred to herein as “Employer”) and provides as follows:

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts

THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of October 15, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YPI 180 N. LASALLE OWNER, LLC, a Delaware limited liability company (“Buyer”).

EQUITY OPTION AGREEMENT
Equity Option Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts • Illinois

This Equity Option Agreement is dated as of December 31, 2008, by and between Jeffrey A. Patterson, an individual residing in Hinsdale, Illinois (the “Executive”), and Prime Office Company LLC, a Delaware limited liability company (the “Company”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts • New York

THIS FIRST 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 October 31, 2008.

SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts

THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of December 9, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YPI 180 N. LASALLE OWNER, LLC, a Delaware limited liability company (“Buyer”).

AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts

THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 31st day of December, 2008, by and between Jeffrey A. Patterson (“Executive”), Prime Group Realty Trust (“PGRT”) and Prime Group Realty, L.P. (“Prime”) (PGRT and Prime are collectively referred to herein as “Employer”) and provides as follows:

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of November 20, 2008, between 180 N. LASALLE II, L.L.C., a Delaware limited liability company (“Seller”), and YPI 180 N. LASALLE OWNER, LLC, a Delaware limited liability company (“Buyer”).

PGRT ESH, INC. 77 West Wacker Drive Suite 3900 Chicago, Illinois 60601 December 31, 2008
Loan Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts

Reference is made to the First Amendment to Loan Agreement dated as of October 31, 2008 (the “Amendment”) 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”).

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 31st, 2009 • Prime Group Realty Trust • Real estate investment trusts

THIS SECOND AMENDMENT TO LOAN AGREEMENT 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 December 31, 2008.

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