EXHIBIT 10.23
AEW Partners III, L.P.
c/o AEW Capital Management L.P.
World Trade Center ▇▇▇▇
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
December 31, 2004
▇▇▇▇▇▇ Lodging Company
Guild Hall Building
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer
Dear ▇▇▇:
Reference is hereby made to that Stock Purchase Option Agreement by and
among ▇▇▇▇▇▇ Lodging Company, ▇▇▇▇▇▇ 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
