EXHIBIT 10.23
AEW Partners III, L.P.
c/o AEW Capital Management L.P.
World Trade Center Xxxx
Xxx Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
December 31, 2004
Xxxxxx Lodging Company
Guild Hall Building
00 Xxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Chief Executive Officer
Dear Xxx:
Reference is hereby made to that Stock Purchase Option Agreement by and
among Xxxxxx Lodging Company, Xxxxxx Hotel Properties, L.P. and AEW Partners
III, L.P. dated as of February 1, 1999 (the "Option Agreement"). Capitalized
terms used in this letter and not otherwise defined shall have the meaning set
forth in the Option Agreement.
Purchaser hereby waives any right it may have to exercise the Exchange
Option and acknowledges that notwithstanding anything in the contrary contained
in the Option Agreement, Purchaser has no right, now or in the future, to
exercise the Exchange Option.
Please feel free to call with any questions.
Sincerely,
AEW Partners III, L.P.
By: AEW III, L.L.C.,
its general partner
By: AEW Partners III, Inc.:
its managing member
By: /s/ Xxxx X. Xxxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
