Modification Letter Waiving Exchange Option under Stock Purchase Option Agreement between AEW Partners III, L.P. and Boykin Lodging Company

Summary

This letter agreement, dated December 31, 2004, is between AEW Partners III, L.P. and Boykin Lodging Company. AEW Partners III, L.P. formally waives its right to exercise the Exchange Option under a previous Stock Purchase Option Agreement dated February 1, 1999. As a result, AEW Partners III, L.P. confirms it no longer has, and will not have in the future, any right to exercise the Exchange Option. The letter serves as a formal modification of the original agreement between the parties.

EX-10.23 3 l12279aexv10w23.txt EX-10.23 MODIFICATION LETTER EXHIBIT 10.23 AEW Partners III, L.P. c/o AEW Capital Management L.P. World Trade Center East Two Seaport Lane Boston, Massachusetts ###-###-#### December 31, 2004 Boykin Lodging Company Guild Hall Building 45 West Prospect Avenue Suite 1500 Cleveland, OH 44115 Attention: Robert W. Boykin, Chief Executive Officer Dear Bob: Reference is hereby made to that Stock Purchase Option Agreement by and among Boykin Lodging Company, Boykin 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/ Marc L. Davidson ----------------------- Name: Marc L. Davidson Title: Vice President