FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY
 THIS FIRST AMENDMENT
 W I T N E S S E T H :
 WHEREAS
 WHEREAS,
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 SECTION 1. Amendments to Guaranty




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SECTION 2. Miscellaneous




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IN WITNESS WHEREOF,
 Guarantor[s] David LichtensteinDavid LichtensteinLenderCITICORP USA, INC.By:
    
    [s] Diana YusunDiana Yusun
Director




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Exhibit A
 Schedule 1
 1.
    
    At all times prior to, and for the two Business Days1 following, the date on which
the sale of ... [a certain property] ... is consummated ..., and notwithstanding the Guarantors
obligations under Paragraph IV(c) of the Guaranty, the Guarantor shall cause any of its
Affiliates or other affiliated Persons (as applicable, the Account Owners) to maintain with
Citibank, N.A. or its Affiliates (collectively, the Deposit Institution) cash deposits which
aggregate at least $30,000,000 (the Liquidity Deposits) less any amount of the Liquidity
Deposits received by the Lenders that has been applied to the Obligations with the consent of
the relevant Account Owner (a Deposit Application). Subject to paragraph XII, the Lender
agrees that any amount of Liquidity Deposits maintained with a Deposit Institution shall be
taken into account in calculating the amount of Unencumbered Liquid Assets maintained by the
Guarantors. Notwithstanding anything in the Loan Documents to the contrary, the Liquidity
Deposits shall in no way be Collateral for the Loan or other Obligations and will not be
subject to any levy, pledge, set-off or similar rights whatsoever of the Lender, the Deposit
Institution or any of their Affiliates. The Account Owners shall have the sole and absolute
right to, withdraw or transfer such funds from the Liquidity Deposits at any time whatsoever,
even if such withdrawal or transfer will result in the amount of the Liquidity Deposits to be
less than $30,000,000 (less any Deposit Application) and even if a Default or an Event of
Default has occurred or will occur and be continuing after such withdrawal or transfer, in
which case the Lenders sole right for such failure to maintain Liquidity Deposits of at least
$30,000,000 (less any Deposit Application) shall be to declare an Event of Default under the
Loan Documents and, in addition to all its other rights and remedies, to proceed against the
Collateral for the Loan and the other Obligations, which shall not include the Liquidity
Deposits, and which Liquidity Deposits shall not in any manner be affected by such Event of
Default.
 2.
    
    Within two Business Days after the ... [sale of a certain property] ... and at all times
thereafter, the Guarantor and Lightstone Holdings LLC (collectively, the Guarantors) shall
maintain, on a combined basis, but without duplication, Unencumbered Liquid Assets in an
amount not less than $65,000,000, of which at least $30,000,000 shall be owned solely by the
Guarantors and the affiliates of the Guarantor (the Guarantors Affiliates; which, for the
avoidance of doubt, shall be deemed to include the Borrower) and shall be maintained with the
Deposit Institution (the Required Deposit) less any amount of the Required Deposit received
by the Lender that has been applied to the Obligations, which shall occur only at the request
of or with the consent of the relevant Guarantors Affiliate (a Deposit Application).
Notwithstanding anything in the Loan Documents to the contrary, the Lender agrees that the
amount of the Required Deposit owned by the
 
 1
    
    Capitalized terms used in this Schedule and not
otherwise defined herein shall have the meanings assigned to such terms in
the Amendment to which this Schedule is attached or in the Loan Agreement
referred to therein.




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Guarantors Affiliates (the Affiliates Deposit)
shall in no way be Collateral for the Loan or the other Obligations and will not be subject to any levy,
pledge, set-off or similar rights whatsoever of the Lender, the Deposit Institution or any
of their Affiliates. The Guarantors Affiliates shall have the sole and absolute right to
withdraw or transfer the Affiliates Deposit from the Required Deposit at any time
whatsoever, even if such withdrawal or transfer will result in the amount of the Required
Deposit to be less than $30,000,000 (less any Deposit Application) and even if an Event of
Default has occurred or will occur and be continuing after such withdrawal or transfer, in
which case the Lenders sole right for such failure to maintain the Required Deposit of at
least $30,000,000 (less any Deposit Application) shall be to declare an Event of Default
under the Loan Documents and, in addition to all its other rights and remedies, to proceed
against the Collateral for the Loan and the other Obligations, which shall not include the
Affiliates Deposits, and which Affiliates Deposits shall not in any manner be affected by
such Event of Default.
 3.
    
    If the transaction contemplated ... [above] is not consummated ... [then in certain events a $6.0
million payment will be due on the Loan].