Exhibit 10.68






Execution Version




EXHIBIT 10.68




SECOND AMENDMENT TO LOAN AGREEMENT




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.



W I T N E S S E T H :




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 (the “First
Amendment”) dated as of October 31, 2008 (the “Loan Agreement”; the terms defined therein being
used herein as therein defined);



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; 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 make certain amendments to
the First Amendment.



SECTION 1. Amendment to Loan Agreement. Effective as of the date hereof, Section
2.2.4 of the Loan Agreement is amended by deleting “December 31, 2008” each time it appears and
substituting “January 30, 2009” therefor.




SECTION 2. Reference to and Effect on the Loan Documents.



(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in
the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” and words of like import,
and such words or words of like import in each reference in the other Loan Documents, shall mean
and be a reference to the Loan Agreement as amended hereby.



(b) Except as specifically amended hereby, all of the terms and provisions of the Loan
Agreement and the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.



(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Lender under any of the Loan Documents or constitute a waiver
of any provision of any of the Loan Documents, nor shall anything contained herein be deemed to
prejudice the exercise by the Lender of any or all its rights and remedies under the Loan
Documents.


 


 









 





(d) Except as specifically amended hereby, all of the terms and provisions of the Loan
Agreement and the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.




(e) This Amendment shall be deemed to be a Loan Document for all purposes.




(f) This Amendment is subject to Section 8.4 of the Loan Agreement.



SECTION 3. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which when so executed and delivered shall be deemed to be an original, and
all of which taken together shall constitute one and the same instrument. This Amendment may be
executed and delivered by telecopier or other electronic means with the same force and effect as if
the same was a fully executed and delivered original manual counterpart.



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	 	 	PGRT ESH, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[s] David Lichtenstein	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	David Lichtenstein

Chairman	 	 






AGREED TO AND ACCEPTED AS

OF THE DATE FIRST SET FORTH ABOVE:



Lender



CITICORP USA, INC.



	 	 	 	 	 
	By:

	 	[s] Diana Yusan
 

Diana Yusun
	 	 
	 

	 	Director	 	 






Guarantors




	 	 	 
	[s] David Lichtenstein
 

David Lichtenstein

	 	 






LIGHTSTONE HOLDINGS LLC




	 	 	 	 	 
	By:

	 	[s] David Lichtenstein
 

David Lichtenstein
	 	 
	 

	 	Managing Member	 	 






Signature page to Second Amendment