Exhibit 10.1








EXHIBIT 10.1




[EXECUTION VERSION]



PGRT ESH, INC.

77 West Wacker Drive

Suite 3900

Chicago, Illinois 60601




April 30, 2009




Citicorp USA, Inc.

101 John F. Kennedy Parkway

Fourth Floor

Short Hills, New Jersey 07078





Re:   Forbearance Extension



Ladies and Gentlemen:



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 Fourth Amendment to Loan Agreement dated as of
March 2, 2009 among the Loan Parties and the Lender and that certain Fifth Amendment to Loan
Agreement dated as of the date hereof among the Loan Parties and the Lender (the “Fifth Amendment”;
as so amended, the “Loan Agreement”).



The Loan Parties have requested (i) a further extension of the Forbearance Period (as defined
in the First Amendment) from April 30, 2009 until July 15, 2009 to continue to consider a long term
restructuring plan with the Lender, and (ii) that in addition to continuing to forbear from
exercising its rights and remedies in respect of the Defaults and Events of Default specified on
Schedule 7(e) of the First Amendment, the Lender agree to forbear through July 15, 2009 from
exercising its rights and remedies in respect of certain additional Events of Default specified on
Schedule 1 hereto.


 


 









 





Citicorp USA, Inc

April 30, 2009

Page 2




In connection with such extension and additional forbearance and as consideration therefor,
the Loan Parties agree to amend certain provisions of the Loan Agreement as specified in the Fifth
Amendment.




The Lender hereby agrees with the Loan Parties that the First Amendment is amended as follows:



(i) by deleting “April 30, 2009” in Section 3(a) thereof and substituting “July 15, 2009”
therefor; and




(ii) Schedule 7(e) is hereby deleted and replaced with Schedule 1 hereto.



This letter agreement shall constitute a Loan Document for all purposes under the Loan
Agreement.



[Remainder of page intentionally left blank]




 


 









 







Citicorp USA, Inc

April 30, 2009

Page 3




Except as amended hereby, the First Amendment shall remain in full force and effect.



	 	 	 	 	 
	 	Very truly yours,



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 Yusun
 

Diana Yusun

Director
	 	 
	 
	 	 	 	 
	Guarantors	 	 
	 
	 	 	 	 
	/s/ David Lichtenstein	 	 
	 	 	 
	David Lichtenstein	 	 
	 
	 	 	 	 
	LIGHTSTONE HOLDINGS LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ David Lichtenstein
 

David Lichtenstein
	 	 
	 

	 	Managing Member	 	 






Signature page to Fourth Extension Letter




 


 









 







Schedules Are Intentionally Omitted