10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended March 31, 2005

OR

   o            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

            For the transition period from ________to ________

Commission file number 001-11975

Boykin Lodging Company

(Exact Name of Registrant as Specified in Its Charter)

Ohio (State or Other Jurisdiction of Incorporation or Organization)	34-1824586 (I.R.S. Employer Identification No.)
Guildhall Building, Suite 1500, 45 W. Prospect
Avenue,
Cleveland, Ohio	44115
(Address of Principal Executive Office)	(Zip Code)

(216) 430-1200
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

   Yes þ   No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

   Yes þ   No o

     The number of common shares, without par value, outstanding as of April 29, 2005 was 17,534,081.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004	3
Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004 (unaudited)	4
Consolidated Statement of Shareholders’ Equity for the Three Months Ended March 31, 2005 (unaudited)	5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 (unaudited)	6
Notes to Consolidated Financial Statements March 31, 2005 (unaudited)	7
EX-31.1 Certification
EX-31.2 Certification
EX-32.1 Certification
EX-32.2 Certification
EX-99.1 Hotel Purchase Agreement

BOYKIN LODGING COMPANY

CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2005 AND DECEMBER 31, 2004
(dollar amounts in thousands)

	(Unaudited)
	March 31,			December 31,
	2005			2004
ASSETS
Investment in hotel properties	$	547,505		$	545,142
Accumulated depreciation		(140,400	)		(134,347	)
Investment in hotel properties, net		407,105			410,795
Cash and cash equivalents		35,416			13,521
Restricted cash		10,587			13,022
Accounts receivable, net of allowance for doubtful accounts of $68 and $87 as of March 31, 2005 and December 31, 2004, respectively		17,080			12,170
Rent receivable from lessee		211			10
Inventories		1,750			1,709
Deferred financing costs and other, net		1,684			2,014
Investment in unconsolidated joint ventures		1,774			14,048
Other assets		12,556			10,091
	$	488,163		$	477,380
LIABILITIES AND SHAREHOLDERS’ EQUITY
Borrowings against credit facility	$	—		$	6,446
Term notes payable		192,569			193,539
Accounts payable and accrued expenses		37,235			36,707
Accounts payable to related party		1,327			1,063
Dividends/distributions payable		1,188			1,188
Deferred lease revenue		205			—
Minority interest in joint ventures		893			927
Minority interest in operating partnership		12,495			10,062
SHAREHOLDERS’ EQUITY:
Preferred shares, without par value; 10,000,000 shares authorized; 181,000 shares issued and outstanding as of March 31, 2005 and December 31, 2004 (liquidation preference of $45,250)		—			—
Common shares, without par value; 40,000,000 shares authorized; 17,534,081 and 17,450,314 shares outstanding as of March 31, 2005 and December 31, 2004, respectively		—			—
Additional paid-in capital		359,998			358,688
Distributions and losses in excess of income		(114,528	)		(129,232	)
Unearned compensation — restricted shares		(3,219	)		(2,008	)
Total shareholders’ equity		242,251			227,448
	$	488,163		$	477,380

See notes to consolidated financial statements.

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BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 and 2004
(unaudited, amounts in thousands except for per share data)

	2005			2004
Revenues:
Hotel revenues
Rooms	$	33,700		$	33,892
Food and beverage		14,763			14,675
Other		6,786			2,553
Total hotel revenues		55,249			51,120
Lease revenue		354			343
Other operating revenue		83			71
Revenues from condominium development and unit sales		—			3,093
Total revenues		55,686			54,627
Expenses:
Hotel operating expenses
Rooms		7,976			8,168
Food and beverage		10,339			10,348
Other direct		1,883			1,770
Indirect		16,791			16,792
Management fees to related party		1,729			1,606
Management fees — other		9			19
Total hotel operating expenses		38,727			38,703
Property taxes, insurance and other		4,678			3,825
Cost of condominium development and unit sales		—			2,999
Real estate related depreciation and amortization		6,082			5,835
Corporate general and administrative		2,272			2,021
Total operating expenses		51,759			53,383
Operating income		3,927			1,244
Interest income		14			142
Other income		—			15
Interest expense		(3,183	)		(3,580	)
Amortization of deferred financing costs		(353	)		(330	)
Minority interest in earnings of joint ventures		(22	)		(33	)
Minority interest in (income) loss of operating partnership		(2,433	)		415
Equity in income (loss) of unconsolidated joint ventures including gain on sale		11,066			(731	)
Income (loss) before gain on sale/disposal of assets and discontinued operations		9,016			(2,858	)
Gain on sale/disposal of assets		6,876			2,500
Income (loss) before discontinued operations		15,892			(358	)
Discontinued operations:
Operating loss from discontinued operations, net of minority interest income of $761 for the three months ended March 31, 2004		—			(4,308	)
Gain on sale of assets, net of minority interest expense of $237 for the three months ended March 31, 2004		—			1,344
Net income (loss)	$	15,892		$	(3,322	)
Preferred dividends		(1,188	)		(1,188	)
Net income (loss) attributable to common shareholders	$	14,704		$	(4,510	)
Net income (loss) attributable to common shareholders before discontinued operations per share
Basic	$	0.84		$	(0.09	)
Diluted	$	0.83		$	(0.09	)
Discontinued operations per share
Basic		—		$	(0.17	)
Diluted		—		$	(0.17	)
Net income (loss) attributable to common shareholders per share
Basic	$	0.84		$	(0.26	)
Diluted	$	0.83		$	(0.26	)
Weighted average number of common shares outstanding
Basic		17,534			17,397
Diluted		17,650			17,574

See notes to consolidated financial statements.

4

BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(unaudited, dollar amounts in thousands except for per share data)

									Distributions
						Additional			and Losses
	Preferred		Common			Paid-In			In Excess of			Unearned
	Shares		Shares			Capital			Income			Compensation			Total
Balance at December 31, 2004		181,000		17,450,314		$	358,688		$	(129,232	)	$	(2,008	)	$	227,448
Vesting of restricted common share grants		—		99,357			—			—			—			—
Issuance of restricted common share grants		—		—			1,452			—			(1,452	)		—
Common share purchases for treasury		—		(15,590	)		(142	)		—			—			(142	)
Dividends declared — $6.5625 per Class A preferred share		—		—			—			(1,188	)		—			(1,188	)
Amortization of unearned compensation		—		—			—			—			241			241
Net income		—		—			—			15,892			—			15,892
Balance at March 31, 2005		181,000		17,534,081		$	359,998		$	(114,528	)	$	(3,219	)	$	242,251

See notes to consolidated financial statements.

5

BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(unaudited, amounts in thousands)

	2005			2004
Cash flows from operating activities:
Net income (loss)	$	15,892		$	(3,322	)
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities -
Gain on sale/disposal of assets		(6,876	)		(4,096	)
Impairment of real estate		—			4,300
Depreciation and amortization		6,435			7,389
Amortization of unearned compensation		241			245
Equity in (income) loss of unconsolidated joint ventures including gain on sale		(11,066	)		731
Deferred lease revenue		205			140
Minority interests		2,455			(906	)
Changes in assets and liabilities -
Accounts receivable and inventories		(4,951	)		26,398
Restricted cash		2,435			2,259
Accounts payable and accrued expenses		792			(443	)
Amounts due to/from lessees		(201	)		(52	)
Other		(2,456	)		(1,941	)
Net cash flow provided by operating activities		2,905			30,702
Cash flows from investing activities:
Investment in unconsolidated joint ventures		—			(263	)
Distributions received from unconsolidated joint ventures		23,332			—
Improvements and additions to hotel properties, net		(2,466	)		(12,466	)
Net proceeds from sale of assets		6,965			24,492
Net cash flow provided by investing activities		27,831			11,763
Cash flows from financing activities:
Payments of dividends and distributions		(1,188	)		(1,188	)
Net repayments against credit facility		(6,446	)		(2,000	)
Term note borrowings		—			14,133
Repayment of term notes		(970	)		(44,821	)
Payment of deferred financing costs		(30	)		(78	)
Cash payment for common share purchases		(142	)		(86	)
Distributions to joint venture minority interest partners		(65	)		(65	)
Net cash flow used in financing activities		(8,841	)		(34,105	)
Net change in cash and cash equivalents	$	21,895		$	8,360
Cash and cash equivalents, beginning of period		13,521			14,013
Cash and cash equivalents, end of period	$	35,416		$	22,373

See notes to consolidated financial statements.

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BOYKIN LODGING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
(unaudited, dollar amounts in thousands except per share data)

     1. BACKGROUND:

     Boykin Lodging Company, an Ohio corporation (together with its subsidiaries “Boykin”), is a real estate investment trust (“REIT”) that owns hotels throughout the United States of America. As of March 31, 2005, Boykin owned interests in 23 hotels containing a total of 6,712 guest rooms located in 15 states.

Formation and Significant Events

     Boykin was formed and completed an initial public offering (“IPO”) in 1996 to continue and expand the nearly 40-year history of hotel ownership, acquisition, redevelopment and repositioning activities of its predecessors, Boykin Management Company and its affiliates. Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Partnership”), is the operating partnership that transacts business and holds the direct and indirect ownership interests in Boykin’s hotels. As of March 31, 2005, Boykin had an 85.4% ownership interest in and was the sole general partner of the Partnership.

     Since the IPO, Boykin has raised capital through a combination of common and preferred share issuances, various debt financings, capital from strategic joint venture partners and cash flow generated from operations.

Consolidated Joint Ventures

     As of March 31, 2005, Boykin was a party to the following consolidated joint venture for the purpose of owning hotels.

		Boykin			JV Partner
		Ownership			Ownership
Name of Joint Venture	JV Partner	Percentage			Percentage			Hotel Owned Under Joint Venture
Boykin San Diego LLC	Outrigger Lodging Services		91	%		9	%	Hampton Inn San Diego Airport/Sea World

     In 2004, the consolidated joint ventures which owned the Holiday Inn Minneapolis West and Marriott’s Hunt Valley Inn sold their respective hotels. Boykin is a 91% partner in these two partnerships, BoyStar Ventures, L.P. and Shawan Road Hotel L.P., each of which owned one of the properties sold during 2004. These partnerships will be dissolved following the completion of all outstanding obligations of the partnerships.

Unconsolidated Joint Ventures

     Boykin has a 50% ownership interest in BoyCon, L.L.C. (“BoyCon”), a joint venture with an affiliate of Concord Hospitality Enterprises (“Concord”), a privately owned hotel investment and management company based in Raleigh, North Carolina. BoyCon owns a 227-room Courtyard by Marriott® in Lyndhurst, New Jersey, which is managed by Concord.

     Boykin has a 25% ownership interest in a joint venture with AEW Partners III, L.P. (“AEW”), an investment partnership managed by AEW Capital Management, L.P., a Boston-based real estate investment firm. The Boykin/AEW venture has a 75% ownership interest in Boykin Chicago, L.L.C., which owned Hotel 71, located in downtown Chicago. Boykin directly owns the remaining 25% ownership interest in Boykin Chicago, L.L.C. thereby resulting in Boykin’s total ownership percentage in the hotel, prior to its sale, of 43.75%. In March 2005, Boykin Chicago, L.L.C. sold Hotel 71 to an unrelated third party for a price of $95,050. A portion of the net proceeds from the sale were used to repay the outstanding balance on the mortgage for which the property served as collateral; the remainder was or will be distributed to the members of Boykin Chicago, L.L.C. The Boykin/AEW venture and Boykin Chicago, L.L.C will be dissolved following completion of all outstanding obligations of the entities.

     Because of the non-controlling nature of Boykin’s ownership interests in these joint ventures, Boykin accounts for these investments using the equity method.

     Boykin’s carrying value of its investment in the joint ventures differed from its share of the partnership equity reported in the balance sheets of the unconsolidated joint ventures due to Boykin’s cost of its investment being in excess of the historical net book values related to the direct investment in Boykin Chicago, L.L.C. Boykin’s additional basis was allocated to depreciable assets and depreciation was being

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recognized on a straight-line basis over 30 years. When the hotel was sold, the remaining balance was written off as a reduction of the income the Partnership recognized on its investment in Boykin Chicago, L.L.C.

     The following table sets forth the total assets, liabilities, equity and components of net income (loss), including Boykin’s share, related to the unconsolidated joint ventures discussed above as of March 31, 2005 and December 31, 2004 and for the three month periods ended March 31, 2005 and 2004:

	Boykin/AEW				Boykin/Concord
	March 31,		December 31,		March 31,		December 31,
	2005		2004		2005		2004
Total assets	$	4,068	$	65,975	$	21,059	$	21,069
Accrued expenses		2,667		2,593		620		485
Outstanding debt		—		36,116		18,316		18,398
Total liabilities		2,667		38,709		18,936		18,883
Minority interest		354		6,781		—		—
Equity		1,047		20,485		2,123		2,186
Boykin’s share of equity and minority interest		712		11,999		1,062		1,093
Boykin’s additional basis in Boykin Chicago, L.L.C.		—		956		—		—
Investment in unconsolidated joint venture	$	712	$	12,955	$	1,062	$	1,093

	Boykin/AEW						Boykin/Concord
	Three Months						Three Months
	Ended						Ended
	March 31,						March 31,
	2005			2004			2005			2004
Revenues	$	2,003		$	2,451		$	1,688		$	1,634
Hotel operating expenses		(2,033	)		(2,223	)		(1,081	)		(983	)
Management fees to related party		(60	)		(74	)		—			—
Real estate related depreciation		(772	)		(774	)		(280	)		(277	)
Property taxes, insurance and other		(368	)		(347	)		(79	)		(136	)
Operating income (loss)		(1,230	)		(967	)		248			238
Interest and other income		24			8			1			1
Amortization		(133	)		(75	)		(11	)		(22	)
Interest expense		(512	)		(412	)		(275	)		(190	)
Gain on sale/disposal of assets		29,312			—			—			—
Other		—			—			(25	)		(25	)
Net income (loss) before minority interest		27,461			(1,446	)		(62	)		2
Boykin’s share of net income (loss)		12,044			(732	)		(31	)		1
Reduction of additional basis in Boykin Chicago, L.L.C		(947	)		—			—			—
		11,097			(732	)		(31	)		1

Taxable REIT Subsidiaries

     As of March 31, 2005, all hotels Boykin had an ownership interest in, other than the Hampton Inn San Diego Airport/Sea World, were operated under the taxable REIT subsidiary (“TRS”) structure.

     Bellboy, Inc. (“Bellboy”) is a wholly-owned TRS of Boykin which, through its subsidiaries, leased 21 of Boykin’s properties as of March 31, 2005. Shawan Road Hotel L.P. operated the Marriott’s Hunt Valley Inn through a TRS, Hunt Valley Leasing, Inc. (“Hunt Valley”). Shawan Road Hotel L.P. sold the hotel in 2004.

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     The Boykin/Concord joint venture has a related TRS entity, BoyCon Leasing, Inc., that leases its property.

     The consolidated financial statements include the operating results of the consolidated hotels under the TRS structure. For the one consolidated hotel not operated under the TRS structure, lease revenues are recorded within the consolidated financial statements.

Hotel Managers

     As of March 31, 2005, Boykin Management Company Limited Liability Company (“BMC”) and certain of its subsidiaries managed 20 of the 23 hotels in which Boykin had ownership interests. BMC is owned by Robert W. Boykin, Chairman and Chief Executive Officer of Boykin (53.8%), and his brother, John E. Boykin (46.2%). Chambers Group, Concord, and Outrigger Lodging Services each managed one property as of such date.

     2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

     The separate financial statements of Boykin, the Partnership, Bellboy, Hunt Valley and the consolidated joint ventures discussed above are consolidated because Boykin exercises unilateral control over these entities. All significant intercompany transactions and balances have been eliminated. Boykin believes that the results of operations contained within the financial statements reflect all costs of Boykin doing business.

     These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Boykin believes that all adjustments, consisting of normal recurring adjustments and accruals, considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The operations of the hotels have historically been seasonal. The five hotels located in Florida have historically experienced their highest occupancy in the first quarter, while the remaining hotels have historically maintained higher occupancy rates during the second and third quarters. For further information, refer to the consolidated financial statements and footnotes thereto included in Boykin’s annual report on Form 10-K for the year ended December 31, 2004. Certain prior period amounts have been reclassified to conform to the current period presentation.

Condominium Units

     Condominium project revenue and expenses for units under construction are recognized on the percentage of completion method upon satisfaction of certain criteria. Boykin reported revenues of $3,093 and costs of $2,999 under the percentage of completion method of accounting related to the White Sand Villas project for the three month period ended March 31, 2004. During 2004, the sales of all of the 91 available units had closed, the proceeds were collected and the contractors completed their obligations; therefore, all project revenues and related costs have been recognized.

Investment in Hotel Properties

     Boykin reviews the hotel properties for impairment whenever events or changes in circumstances indicate the carrying value of the hotel properties may not be recoverable. Boykin does not believe that there are any factors or circumstances indicating impairment of any investments in hotel properties as of March 31, 2005.

     There were no consolidated properties held for sale as of March 31, 2005 as defined within the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” Boykin considers assets to be “held for sale” when they are under contract, significant non-refundable deposits have been made by the potential buyer and the assets are immediately available to be sold.

Insurance Recoveries

     Since September 2004, Boykin’s two hotels located in Melbourne, Florida have been closed due to damage sustained from Hurricane Frances. Boykin has recorded estimated business interruption insurance recoveries in the amount of the operating loss sustained by the hotels since the storm. These estimates for the first quarter of 2005, totaling $689, are recorded as other hotel revenues within the consolidated financial statements. For the three months ended March 31, 2005, an additional $2,037 was recorded in excess of the breakeven amounts as a result of proofs of loss executed or proceeds received during the quarter. The proofs of loss also included $1,281 of business interruption amounts that Boykin has deferred for future periods and therefore is recorded as accounts payable and accrued expenses within the consolidated financial statements as of March 31, 2005. Property insurance recoveries of $3,700 were received and recorded as gain on

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sale/disposal of assets within the consolidated financial statements for the three months ended March 31, 2005. Included in accounts receivable as of March 31, 2005 and December 31, 2004 was $7,500 and $4,669, respectively, of property damage and business interruption insurance recoveries related to these properties. The $7,500 outstanding as of March 31, 2005, was collected in full in April 2005.

     In 2003, Boykin disposed of certain assets due to water infiltration remediation activities. Property insurance proceeds received during the three month periods ended March 31, 2005 and 2004 totaled $2,436 and $2,500, respectively, and are recorded as gain on sale/disposal of assets within the consolidated financial statements. Approximately $1,350 of proceeds were received and recognized during the three months ended March 31, 2005, representing a final settlement of the business interruption insurance claim related to the period in which the remediation activities occurred. These proceeds are recorded as other hotel revenues within the consolidated financial statements.

     For the three months ended March 31, 2005, $1,006 of property insurance recoveries were received and recorded related to water infiltration remediation activities at another of Boykin’s properties. These proceeds are recorded as gain on sale/disposal of assets within the consolidated financial statements.

     Fees due to service providers in connection with casualty insurance recoveries are reflected as reductions in the gain recognized.

     As other property insurance claims are filed for repair work done at the properties, Boykin records estimated recoveries to offset the costs incurred, less appropriate deductibles.

Stock-based Compensation

     At March 31, 2005, Boykin had a Long-Term Incentive Plan (“LTIP”). Boykin has adopted the disclosure only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its employee share option plan. If Boykin had elected to recognize compensation costs for the LTIP based on the fair value at the grant dates for option awards consistent with the method prescribed by SFAS No. 123, reported amounts of net income (loss) and net income (loss) per share would have been changed to the pro forma amounts indicated below.

	Three Months Ended
	March 31,
	2005		2004
	Pro Forma		Pro Forma
Net income (loss) attributable to common shareholders	$	14,704	$	(4,510	)
Stock-based employee compensation expense		—		(31	)
Pro forma net income (loss) attributable to common shareholders		14,704		(4,541	)
Pro forma net income (loss) attributable to common shareholders per share:
Basic	$	0.84	$	(0.26	)
Diluted	$	0.83	$	(0.26	)

New Accounting Pronouncements

     In December 2004, the Financial Accounting Standards Board issued revised SFAS No. 123 (Statement 123(R)), Share-Based Payment (“SFAS No. 123R”), which requires all entities to recognize the fair value of share-based payment awards (stock compensation) classified in equity, unless they are unable to reasonably estimate the fair value of the award. Boykin will adopt the provisions of SFAS No. 123R on January 1, 2006, using the modified prospective approach permitted by the Statement. This approach requires that any unvested portion of options at the time of adoption be expensed in the earnings statement over the remaining service period of those options. Boykin expects adoption of this approach to result in an immaterial impact on its results of operations.

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     3. EARNINGS PER SHARE:

     Basic earnings per share is based on the weighted average number of common shares outstanding during the period whereas diluted earnings per share adjusts the weighted average shares outstanding for the effect of all dilutive securities. For the three months ended March 31, 2005 and 2004, the weighted average basic and diluted common shares outstanding were as follows:

	Three Months Ended
	March 31,
	2005		2004
Basic		17,534,081		17,396,744
Effective of dilutive securities:
Common stock options		67,433		73,101
Restricted share grants		48,557		103,751
Diluted		17,650,071		17,573,596

     4. PARTNERSHIP UNITS/MINORITY INTERESTS:

     A total of 2,718,256 limited partnership units of the Partnership were issued and outstanding at March 31, 2005 and 2004. The weighted average number of limited partnership units outstanding for each of the three month periods ended March 31, 2005 and 2004 was 2,718,256.

     The minority interest liability is affected by the limited partnership units outstanding as well as the existence of preferred partnership units which are owned by Boykin. The preferred partnership units mirror the terms of the preferred depositary shares outstanding.

     5. DISCONTINUED OPERATIONS:

     The provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” require that hotels sold or held for sale be treated as discontinued operations.

     On March 2, 2004, Boykin’s Doubletree Portland Downtown Hotel in Portland, Oregon, was acquired by the City of Portland through its power of eminent domain. Additionally in 2004, Boykin sold Marriott’s Hunt Valley Inn, the Holiday Inn Minneapolis West, the Radisson Hotel Mount Laurel and the Ramada Inn Bellevue Center.

     The results of operations of the five properties sold in 2004 have been reclassified as discontinued operations in the accompanying financial statements. Interest expense and deferred loan costs have been attributed to the properties, as applicable, based upon the term loan amounts that were repaid with the proceeds of the dispositions. The results of operations of the applicable properties were as follows:

	Three Months
	Ended March 31,
	2004
Revenues	$	7,627
Hotel operating expenses		(6,343	)
Management fees to related party		(92	)
Management fees — other		(75	)
Property taxes, insurance and other		(496	)
Other expenses		(5	)
Interest income		4
Other income		17
Interest expense		(197	)
Real estate related depreciation and amortization		(1,136	)
Impairment of real estate		(4,300	)
Amortization of deferred financing costs		(88	)
Gain on sale of individual assets		15
Loss from discontinued operations	$	(5,069	)

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     6. CREDIT FACILITY:

     As of March 31, 2005, Boykin had a secured, revolving credit facility with a financial institution which enabled Boykin to borrow up to $60,000, subject to borrowing base and loan-to-value limitations. There were no outstanding borrowings against the credit facility as of March 31, 2005. Boykin had borrowings of $6,446 under this facility at December 31, 2004. The facility expires in October 2006 and bears interest at a floating rate of LIBOR plus 3.75%. Boykin is required to pay a fee of 0.375% on the unused portion of the credit facility. The facility was secured by five hotel properties with a net carrying value of $53,076 and $53,655 at March 31, 2005 and December 31, 2004, respectively.

     The credit facility requires Boykin, among other things, to maintain a minimum net worth, a coverage ratio of EBITDA to debt service, coverage of EBITDA to debt service and fixed charges and a maximum leverage ratio. Further, Boykin is required to maintain the franchise agreement at each hotel and to maintain its REIT status. The terms of the agreement provide certain restrictions on common share dividends; however, Boykin is entitled to distribute sufficient dividends to maintain its REIT status. At March 31, 2005, Boykin was in compliance with or had received a waiver for its covenants. Boykin was in compliance with its covenants at December 31, 2004.

     7. TERM NOTES PAYABLE:

     Red Lion Inns Operating L.P. (“OLP”), a wholly-owned subsidiary of the Partnership, has a term loan agreement in the original amount of $130,000 that expires in June 2023 and may be prepaid without penalty after May 21, 2008. The outstanding balance as of March 31, 2005 and December 31, 2004 was $101,444 and $102,414, respectively. The loan bears interest at a fixed rate of 6.9% until May 2008, and at a new fixed rate to be determined thereafter. The loan requires principal repayment based on a 25-year amortization schedule. As of March 31, 2005 and December 31, 2004, the loan was secured by six Doubletree hotels with a net carrying value of $187,961 and $189,333, respectively. Under covenants in the loan agreement, assets of OLP are not available to pay the creditors of any other Boykin entity, except to the extent of permitted cash distributions from OLP to Boykin. Likewise, the assets of other Boykin entities are not available to pay the creditors of OLP. The loan agreement also requires OLP to hold funds in escrow for the payment of capital expenditures, insurance, interest and real estate taxes and requires OLP to maintain certain financial reporting requirements. OLP was in compliance with these requirements at March 31, 2005 and December 31, 2004.

     Boykin Holding, LLC (“BHC”), a wholly-owned subsidiary of the Partnership, has a term loan agreement. The outstanding balance as of March 31, 2005 and December 31, 2004 was $91,125. During the second quarter of 2004, Boykin exercised an option to extend the maturity of this loan for one year, to July 2005. The loan was secured by six hotel properties with a net carrying value of $65,080 and $65,916 at March 31, 2005 and December 31, 2004, respectively. The term loan bears interest at a rate that fluctuates at LIBOR plus 2.35% (5.04% at March 31, 2005). Under covenants in the loan agreement, assets of BHC are not available to pay the creditors of any other Boykin entity, except to the extent of permitted cash distributions from BHC to Boykin. Likewise, the assets of other Boykin entities are not available to pay the creditors of BHC. The loan agreement also requires BHC to hold funds in escrow for the payment of capital expenditures, insurance and real estate taxes and requires BHC to maintain certain financial reporting requirements. BHC was in compliance with these requirements at March 31, 2005 and December 31, 2004. Subject to the terms of the loan agreement, BHC has purchased interest rate protection on the entire outstanding balance of $91,125, to cap the interest rate at no more than 10.25% through July 2005. The cap had no value at March 31, 2005. Boykin intends to refinance this obligation by utilizing a combination of cash on hand, increased borrowing availability under the credit facility and proceeds from additional secured debt facilities.

     As a part of normal business activities, Boykin has issued letters of credit through major banking institutions as required by certain debt and insurance agreements. As of March 31, 2005, there were no outstanding letters of credit. As of March 31, 2005, Boykin had not entered into any other significant off-balance sheet financing arrangements.

     Maturities of the term notes payable at March 31, 2005 were as follows:

2005	$	94,040
2006		4,166
2007		4,448
2008		4,788
2009		5,134
2010 and thereafter		79,993
	$	192,569

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8.   RELATED PARTY TRANSACTIONS:

          Management and other fees earned by BMC for the continuing operations of the consolidated hotels related to provisions within the hotel management contracts totaled $1,729 and $1,606 for the three months ended March 31, 2005 and March 31, 2004, respectively. Management fees earned by BMC related to discontinued operations totaled $92 for the three month period ended March 31, 2004. The management agreements between Boykin and BMC were approved by the independent members of the Board of Directors. Boykin had related party payables to BMC of $1,327 and $1,063 as of March 31, 2005 and December 31, 2004, primarily related to management fees and reimbursements of expenses on behalf of the hotel properties.

          Boykin Chicago L.L.C. had entered into a management agreement with a wholly-owned subsidiary of BMC to manage Hotel 71. Management and other fees earned by the subsidiary for the three months ended March 31, 2005 and 2004, totaled $60 and $74, respectively.

          For the three months ended March 31, 2005, Boykin paid a wholly-owned subsidiary of BMC $55 for design and project management services and for reimbursement of expenses related to capital improvements at its consolidated hotels. During 2001, a subsidiary of BMC sold a portion of its business to an unrelated third party. A portion of the sales price is contingent upon the revenues the business receives from Boykin. For the three months ended March 31, 2005 an additional $1 of sales proceeds was provided to BMC as a result of purchases made by Boykin.

          Fees paid to BMC and its subsidiaries for services which are not subject to management agreements are at market prices as determined by the independent members of the Board of Directors. The Board’s market price determinations are based on market checks performed by management and outside independent consultants from time to time, comparative information provided by BMC, and industry publications.

          Boykin believes that the methodologies used for determining the amounts to be paid to BMC and its subsidiaries for management and other services are reasonable.

9.   STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

          As of March 31, 2005 and December 31, 2004, there were $1,188 of preferred share dividends which were declared but not paid.

          Interest paid during the three month periods ended March 31, 2005 and 2004 was $3,108 and $4,024, respectively.

          In the first three months of 2005, Boykin granted 159,000 restricted common shares, valued at $1,452, under its Long–Term Incentive Plan.

10.   INCOME TAXES:

          Boykin qualifies as a REIT under Sections 856-860 of the Internal Revenue Code. As a REIT, Boykin generally will not be subject to federal corporate income tax on that portion of its net income that relates to its non-TRS subsidiaries. Accordingly, no provision for income taxes has been reflected in the accompanying consolidated financial statements for the corporate level entities.

          Upon the effective date of the establishment of Boykin’s TRSs, the subsidiaries became subject to federal and state income taxes. Boykin’s TRSs account for income taxes in accordance with the provisions of SFAS No. 109, “Accounting for Income Taxes.” As of March 31, 2005, Boykin has a deferred tax asset of approximately $10,928, prior to any valuation allowance, related to the assumption of the retained deficit of certain leases upon the formation of the TRSs as well as the cumulative operating losses of the TRSs and their subsidiaries since their formation. Boykin has recorded a 100% valuation allowance against this asset due to the uncertainty of realization and therefore, no provision or benefit from income taxes is reflected in the accompanying consolidated statements of operations. As of March 31, 2005, the net operating loss carry-forwards have remaining lives of approximately 17 to 19 years.

11.   SUBSEQUENT EVENTS:

          In April 2005, Boykin closed on the sale of its French Lick Springs Resort and Spa in French Lick, Indiana, for a price of $25,000. The net proceeds of the sale totaled approximately $24,387 and were used for general corporate purposes.

          In May 2005, the Doubletree Kansas City was rebranded as a Radisson.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

          Boykin Lodging Company, an Ohio corporation, (“Boykin”) is a real estate investment trust (“REIT”) that currently owns interests in 22 hotels throughout the United States. Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Partnership”), is the operating partnership entity that transacts business and holds the direct and indirect ownership interests in our hotels. As of March 31, 2005, Boykin had an 85.4% ownership interest in, is the sole general partner of and does all its business through the Partnership.

          Our primary business objectives are to maximize current returns to our shareholders by increasing cash flow available for distribution and long-term total returns to shareholders through appreciation in value of our common shares.

FIRST QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2005

          Refer to the “Results of Operations” section below for discussion of our first quarter 2005 results compared to 2004 results.

          In March, Boykin Chicago, L.L.C., a joint venture between us and AEW Partners III L.P., sold Hotel 71 in Chicago, Illinois, for a price of $95.05 million. The net proceeds from the sale, after repayment of the outstanding mortgage note payable for which the property served as collateral, was or will be distributed to the partners of Boykin Chicago, L.L.C. We received approximately $23.3 million from the initial distribution, of which a portion was used to pay off the outstanding balance of our credit facility; the remainder being available for general corporate purposes.

          In April, we sold the French Lick Springs Resort and Spa in French Lick, Indiana, for a price of $25.0 million. Net proceeds from the sale of approximately $24.4 million will be used for general corporate purposes.

          Our next condominium hotel project at the Pink Shell Beach Resort & Spa is currently being marketed for sale. This project, Captiva Villas, is the final component to the redevelopment of the resort and will contain 43 beach front-units. The units in the new building will be sold as condominiums, with the anticipation that the owners will put their unused room nights back to the resort by contract. Zoning for the new building has been approved. Buildings previously located on the site were demolished in February 2005 and construction of the new building is set to commence once a sufficient level of pre-sales have been achieved.

          At the beginning of September 2004, Hurricane Frances hit the east coast of Florida, where the Melbourne Hilton Oceanfront and the Melbourne Quality Suites are located. Both hotels were evacuated prior to the storm and both hotels remain closed due to the damage from the storm. The Melbourne hotels are not expected to resume normal operations until early 2006, subject to the timing of the repair of the properties, including obtaining required government approvals and the availability of labor and materials. We expect that a substantial portion of the costs to repair the properties will be covered under our insurance policies. Additionally, we maintain business interruption insurance to offset the effects of the closure on our operating results.

          Revenue per available room (RevPAR) for the first quarter, excluding properties not operating due to damage caused by hurricanes and excluding Hotel 71 which was sold during the quarter and the French Lick Springs Resort and Spa, which has subsequently been sold, increased 8.9% to $67.25 from last year’s $61.78. The majority of this increase is a result of a 5.9% increase in average daily rate to $106.64 from last year’s $100.73. Occupancy increased to 63.1% from 61.3%, also contributing to the increase in RevPAR.

          Based upon our year to date results and our current booking trends, we are anticipating that the second quarter RevPAR, meaning room revenue per available room, for our entire portfolio will be 10.0% to 12.0% above the same period last year with the full year 2005 RevPAR up 5.5% to 7.0% from 2004. Net income attributable to common shareholders per share is expected to range between $0.31 and $0.34 for the second quarter and between $0.80 and $0.93 for the full year. With that assumption, we expect that our funds from operations attributable to common shareholders (“FFO”) could range between $0.25 and $0.27 per fully-diluted share for the second quarter and $0.71 and $0.85 per share for the full year. For a definition of FFO, a reconciliation of net income (loss) to FFO and why we believe FFO is an important measure to investors of a REIT’s financial performance, see “Results of Operations” section below.

          During the quarter our Board of Directors declared a dividend on our preferred shares of $6.5625 per preferred share. The dividends were payable to shareholders of record as of March 31, 2005 and were paid on April 15, 2005. The Board did not declare a common share dividend for the first quarter. We will continue to review our cash flow and taxable income projections throughout the year and may consider recommending to the Board the reinstatement of a common share dividend sometime during 2005. We intend to make distributions necessary, if any, to meet REIT requirements.

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CRITICAL ACCOUNTING POLICIES

Investment in Hotel Properties

          We review our hotel properties for impairment whenever events or changes in circumstances indicate the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions, new hotel construction in markets where the hotels are located or changes in the expected holding period of the property. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property are equal to or exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value is recorded and an impairment loss recognized. We did not believe that there were any factors or circumstances indicating impairment in the first quarter of 2005.

          If actual conditions differ from those in our assumptions, the actual results of each asset’s future operations and fair market value could be significantly different from the estimated results and value used in our analysis. Our operating results are also subject to the risks discussed within this Quarterly Report on Form 10-Q.

Revenue recognition

     Hotel Condominium Revenues-

Percentage of completion — In 2004, we recognized revenue related to the White Sand Villas project under the percentage of completion method. The sales of all of the 91 available units closed in 2004, and the proceeds had been collected; therefore, all project revenues have been recognized as of December 31, 2004. White Sand Villas unit owners contract with the resort to allow their unused room nights to be rented out by the resort as hotel rooms.

The related gross rental income generated by the units put back to the resort by contract is recorded by the resort and included in hotel revenues within the consolidated financial statements. Under the terms of their contracts, a percentage of the gross rental income of each unit is to be remitted to the respective unit owner. The remitted amounts are recorded as expenses within the property taxes, insurance and other line of the consolidated financial statements.

     Insurance Recoveries –

Since 2003, we have had several significant open insurance claims for water infiltration remediation and hurricane damages.

We record expected income related to casualty damages in an amount equal to the net book value of the losses incurred until the receipt of additional proceeds is probable and estimable. We consider these requirements satisfied when a proof of loss is executed with the insurance company. Based on the proof of loss, any proceeds in excess of the losses booked are recorded as a gain on sale/disposal of assets within the consolidated financial statements.

As other property insurance claims are filed for repair work done at the properties, we record estimated recoveries to offset the costs incurred, less appropriate deductibles.

Expected insurance recoveries under our business interruption coverage are recorded in other hotel revenues in an amount necessary to offset ongoing expenses. Additional income is recorded when the receipt of additional proceeds is probable and estimable. We consider these requirements satisfied when a proof of loss is executed with the insurance company.

FINANCIAL CONDITION

March 31, 2005 Compared to December 31, 2004

          As a result of the sale of Hotel 71 in March 2005, we received approximately $23.3 million from the unconsolidated joint venture that owned the hotel. A portion of the funds was used to repay the entire outstanding amount on our secured credit facility. Additionally, the repayment of the debt triggered the release of $1.75 million of previously restricted cash which had been held by the lender.

          Accounts receivable related to insurance recoveries from the two closed Melbourne properties increased approximately $2.9 million from December 31, 2004 to $7.5 million at March 31, 2005 as a result of a $7.5 million proof of loss executed during the first quarter. The $7.5 million was received in April, 2005.

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RESULTS OF OPERATIONS

Quarter Ended March 31, 2005 Compared to Quarter Ended March 31, 2004

          Total revenues from continuing operations increased 1.9% to $55.7 million for the first quarter 2005 versus $54.6 million for the same period in 2004. Hotel revenues for the three months ended March 31, 2005 were $55.2 million, an 8.1% increase from $51.1 million in hotel revenues for the same period in 2004. Included in first quarter hotel revenues is a $1.3 million settlement related to a business interruption insurance claim for a property which had rooms out of service as a result of a remediation project during 2003 and the first half of 2004, as well as $2.7 million of business interruption recoveries related to the two closed Melbourne properties. Included in the 2004 hotel revenues are approximately $3.2 million related to the two Melbourne properties which were open during that period. For further information regarding changes in hotel revenues, see the table below which illustrates the key operating statistics of the hotels within our portfolio, including RevPAR. Partially offsetting this increase in hotel revenues is the $3.1 million decrease in revenues from condominium development and unit sales as a result of the completion of the White Sand Villas development project in 2004.

          Hotel operating profit margins of the consolidated hotels operated under the TRS structure for the first quarter were 29.9%, an increase from the 24.3% hotel operating profit margin for first quarter of 2004. One of the main drivers for the increased margin is the recognition of the business interruption insurance recoveries during the first quarter of 2005 within hotel revenues. Excluding the business interruption amounts from 2005 and the two Melbourne properties from the 2004 results, hotel operating profit margins for the portfolio showed an increase to 25.3% from 22.9% in 2004.

          Property taxes, insurance and other increased approximately $0.9 million to $4.7 million for the first quarter of 2005 versus the first quarter of 2004. This increase is primarily due to increased contractual payments to owners of the condominiums at the Pink Shell for use of their units as hotel rooms as a result of the sales of the White Sand Villas tower in 2004. All unit owners in each building have contractually put their units back to the resort for use as hotel rooms.

          Cost of condominium development and unit sales totaled $3.0 million for the first quarter of 2004. As the White Sand Villas project was completed during 2004, there were no similar costs recorded during the first quarter of 2005.

          Corporate general and administrative expenses for the first quarter of 2005 increased approximately $0.3 million from the same period in 2004 as a result of continued increasing expenses related to compliance with the Sarbanes-Oxley Act of 2002 which are expected to be incurred throughout the year. During 2004, such expenses were incurred later in the year.

          Interest expense decreased from $3.6 million to $3.2 million from the first quarter of 2004 to 2005 as a result of lower weighted average outstanding amounts on our credit facility, slightly offset by increases in the weighted average interest rate on our debt.

          Equity in income of unconsolidated joint ventures totaled approximately $11.1 million in the first quarter of 2005 compared with our equity in losses of unconsolidated joint ventures of $0.7 million in 2004 as a result of the recognition of our share of the gain on the sale of Hotel 71, which was owned by one of our unconsolidated joint ventures.

          Gain on sale/disposals of assets during the first quarter of 2005 totaled $6.9 million as a result of the recording of property insurance proceeds received or due to us in excess of the net book value of the disposed assets related to water infiltration remediation and the damages suffered by the Melbourne properties from Hurricane Frances.

          As a result of the above, the first quarter 2005 resulted in net income before discontinued operations of $15.9 million compared to the same period last year when we experienced net loss of $0.4 million.

          In accordance with SFAS No. 144, the results of operations of the Doubletree Portland Downtown Hotel, Marriott’s Hunt Valley Inn, the Holiday Inn Minneapolis West, the Radisson Hotel Mount Laurel, and the Ramada Inn Bellevue Center through their respective disposal dates or for the three months ended March 31, 2004 have been classified as discontinued operations in the accompanying financial statements. Please refer to note 5 of our Notes to Consolidated Financial Statements included within this Quarterly Report on Form 10-Q for a summary of such operations.

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FFO

          The White Paper on Funds From Operations approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in April 2002 defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties and extraordinary items, plus real estate related depreciation and amortization, and after comparable adjustments for our portion of these items related to unconsolidated entities and joint ventures. We believe that FFO is helpful as a measure of the performance of an equity REIT because it provides investors and management with another indication of the Company’s performance prior to deduction of real estate related depreciation and amortization.

          We compute FFO in accordance with our interpretation of standards established by NAREIT which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the NAREIT definition differently than us. FFO does not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to GAAP net income as an indication of our financial performance or to cash flow from operating activities as determined by GAAP as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. FFO may include funds that may not be available for the Company’s discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions, and other commitments and uncertainties.

          The following is a reconciliation between net income (loss) and FFO for the three months ended March 31, 2005 and 2004, respectively (in thousands):

	Three Months Ended
	March 31,
	2005			2004
Net income (loss)	$	15,892		$	(3,322	)
Minority interest		2,455			(906	)
Gain on sale/disposal of assets		(6,876	)		(4,081	)
Gain on sale/disposal of assets included in discontinued operations		—			(15	)
Real estate related depreciation and amortization		6,082			5,835
Real estate related depreciation and amortization included in discontinued operations		—			1,136
Equity in (income) loss of unconsolidated joint ventures including gain on sale		(11,066	)		731
FFO adjustment related to joint ventures		(394	)		(197	)
Preferred dividends declared		(1,188	)		(1,188	)
Funds from operations after preferred dividends	$	4,905		$	(2,007	)
Less: Funds from operations related to minority interest		658			(271	)
Funds from operations attributable to common shareholders	$	4,247		$	(1,736	)

          FFO was negatively impacted by the $4.3 million impairment charge recorded during the three months ended March 31, 2004 related to the Ramada Inn Bellevue Center which was sold during 2004.

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EBITDA

          We believe that EBITDA is helpful to investors and management as a measure of the performance of the Company because it provides an indication of the operating performance of the properties within the portfolio and is not impacted by the capital structure of the REIT. EBITDA does not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to GAAP net income as an indication of our financial performance or to cash flow from operating activities as determined by GAAP as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. EBITDA may include funds that may not be available for the Company’s discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions, and other commitments and uncertainties.

          The following is a reconciliation between operating income and EBITDA for the three months ended March 31, 2005 and 2004, respectively (in thousands):

	Three Months Ended
	March 31,
	2005			2004
Operating income	$	3,927		$	1,244
Interest income		14			142
Other income		—			15
Real estate related depreciation and amortization		6,082			5,835
EBITDA attributable to discontinued operations		—			(3,663	)
Company’s share of EBITDA of unconsolidated joint ventures		77			178
EBITDA applicable to joint venture minority interest		(32	)		(44	)
EBITDA	$	10,068		$	3,707

          EBITDA was negatively impacted by the $4.3 million impairment charge recorded during the three months ended March 31, 2004 related to the Ramada Inn Bellevue Center which was sold during 2004.

Key Hotel Operating Statistics

          The following table illustrates key operating statistics of our portfolio for the three months ended March 31, 2005 and 2004:

	Three Months Ended
	March 31,
	2005			2004
All Hotels (20 hotels) (a) (b)
Hotel revenues (in thousands)	$	54,120		$	49,037
RevPAR	$	67.25		$	61.78
Occupancy		63.1	%		61.3	%
Average daily rate	$	106.64		$	100.73
Comparable Hotels (18 hotels) (b)(c)
Hotel revenues (in thousands)	$	51,118		$	46,207
RevPAR	$	66.93		$	61.45
Occupancy		62.7	%		61.3	%
Average daily rate	$	106.83		$	100.32

(a)	Includes all hotels owned or partially owned by Boykin as of May 9, 2005, excluding properties not operating due to damage caused by hurricanes.
(b)	Results calculated including 35 lock-out rooms at the Radisson Suite Beach Resort on Marco Island.
(c)	Includes all consolidated hotels operated under the TRS structure and owned or partially owned by Boykin as of May 9, 2005, excluding properties not operating due to damage caused by hurricanes.

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LIQUIDITY AND CAPITAL RESOURCES:

          Our principal source of cash to meet our cash requirements, including dividends to shareholders, is our share of the Partnership’s cash flow from the operations of the hotels and condominium sales. Cash flow from hotel operations is subject to all operating risks common to the hotel industry, including, but not limited to:

•   Competition for guests from other hotels;

•   Adverse effects of general and local economic conditions;

•   Dependence on demand from business and leisure travelers, which may be seasonal and which may be adversely impacted by health and safety-related concerns;

•   Increases in energy costs, airline fares, and other expenses related to travel, which may deter traveling;

•   Impact of the financial difficulties of the airline industry;

•   Increases in operating costs related to inflation and other factors, including wages, benefits, insurance and energy;

•   Overbuilding in the hotel industry, especially in particular markets; and

•   Actual or threatened acts of terrorism and actions taken against terrorists that causes public concern about travel safety.

          The cash flow from condominium development is subject to risk factors common to real estate sales and development, including, but not limited to:

•   Competition from other condominium projects;

•   Construction delays;

•   Reliance on contractors and subcontractors;

•   Construction cost overruns; and

•   The ability of the condominium purchasers to secure financing.

          As of March 31, 2005, we had $35.4 million of unrestricted cash and cash equivalents and $10.6 million of restricted cash for the payment of capital expenditures, real estate taxes, interest and insurance. There were outstanding borrowings at quarter end totaling $192.6 million against our two term notes payable.

          We have a $60.0 million credit facility (no amounts outstanding as of March 31, 2005) to fund acquisitions of additional hotels, renovations and capital expenditures, and for our working capital needs, subject to limitations contained in the credit agreement. The borrowing base availability under the credit facility was approximately $51.8 million at March 31, 2005. For information relating to the terms of our credit facility and our term notes please see Notes 6 and 7, respectively, of the Notes to Consolidated Financial Statements of Boykin Lodging Company included in this Quarterly Report on Form 10-Q.

          The credit facility contains covenants regarding overall leverage and debt service coverage. At March 31, 2005, we were in compliance with or had received a waiver for the covenants of the credit facility. No assurance can be made that we will comply with such covenants in the future. Our $130.0 million and $108.0 million term notes payable are property-specific mortgages and have only financial reporting covenants.

          The remaining balance of the $108.0 million term note matures in July 2005. We anticipate refinancing this obligation by utilizing a combination of cash on hand, increased borrowing availability under the credit facility and proceeds from additional secured debt facilities.

          We may seek to negotiate additional credit facilities, replacement credit facilities, or we may issue debt instruments. Any debt incurred or issued by us may be secured or unsecured, long-term, medium-term or short-term, bear interest at a fixed or variable rate, and be subject to such other terms as the Board of Directors considers prudent. The availability of borrowings under the credit facility is constrained by borrowing base and loan-to-value limits, as well as other financial performance covenants contained in the agreement. There can be no assurance that funds will be available in anticipated amounts from the credit facility.

          Due to the continued uncertainty of the hotel industry and its impact on the results of our operations, the Board of Directors did not declare a dividend with respect to our common shares for the first quarter of 2005. Pursuant to the terms of our credit facility, we are limited to distributing not more than 75% of FFO attributable to common shareholders. The credit facility does not limit distributions to preferred shareholders or distributions required for us to maintain our REIT status. Currently, we expect to continue to pay a regular quarterly dividend on our preferred shares and anticipate that such dividends will be sufficient for us to maintain our REIT status. The resumption of a common dividend will depend upon continuance of the improving performance of our hotels and other factors that our Board of Directors considers relevant.

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          We have considered our short-term (defined as one-year or less) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We expect our principal short-term liquidity needs will be to fund normal recurring expenses, debt service requirements, scheduled debt maturities, distributions on the preferred shares and any minimum distribution required to maintain our REIT status. We anticipate that these needs will be met with cash on hand, cash flows provided by operating activities, using availability under the credit facility, proceeds from dispositions of non-core assets and proceeds from additional financings. We also consider capital improvements, construction, and property acquisitions as short-term needs that can be funded either with cash flows provided by operating activities, by utilizing availability under our credit facility, or from proceeds from additional financings.

          We expect to meet long-term (defined as greater than one year) liquidity requirements such as property acquisitions, scheduled debt maturities, major renovations, development projects and other nonrecurring capital improvements utilizing cash flow from operations, proceeds from dispositions of non-core assets, additional debt financings and preferred or common equity offerings. We expect to acquire or develop additional hotel properties only as suitable opportunities arise, and we will not undertake acquisition or development of properties unless stringent criteria have been met.

Capital Projects

          For the three months ended March 31, 2005, we spent approximately $2.5 million for capital improvements at our hotels and for technology improvements. This amount included planned refurbishments and replacements at selected existing hotels and commencement of reconstruction of properties damaged as a result of hurricanes. We anticipate spending an additional $10.0 to $12.0 million related to capital expenditures for the remainder of 2005, excluding the reconstruction of the hurricane-damaged hotels. We expect to use cash available from operations and restricted capital expenditure reserves to fund these costs.

          We expect to commence construction of Captiva Villas at the Pink Shell in mid-2005. We are currently talking to various lenders regarding our financing options for the construction of Captiva Villas.

Off Balance Sheet Arrangements

          We believe that neither Boykin nor its unconsolidated entities have entered into any off balance sheet arrangements which would have a current or future impact on our financial condition, changes in financial condition, results of operations, liquidity or capital resources in ways which would be considered material to our investors.

INFLATION

          Operators of hotels in general can change room rates quickly, but competitive pressures may limit the operators’ ability to raise rates to keep pace with inflation.

          Our property operating expenses, general and administrative costs, real estate and personal property taxes, property and casualty insurance and ground rent are subject to inflation.

SEASONALITY

          Our hotels’ operations historically have been seasonal. The five hotels located in Florida experience their highest occupancy in the first quarter, while the remaining hotels maintain high occupancy rates during the second and third quarters. This seasonality pattern can be expected to cause fluctuations in our quarterly operating results and cash flow received from hotel operations.

COMPETITION AND OTHER ECONOMIC FACTORS

          Our hotels are located in developed areas that contain other hotel properties. The future occupancy, average daily rate and RevPAR of any hotel could be materially and adversely affected by an increase in the number of or quality of the competitive hotel properties in its market area. Competition could also affect the quality and quantity of future investment opportunities, and our ability to sell existing properties.

          As a portion of the lodging industry’s sales are based upon business, commercial and leisure travel, changes in general economic conditions, demographics, or local business economics could affect business, commercial and leisure travel.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

          Our primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments that bear interest at variable rates that fluctuate with market interest rates. These debt instruments include the secured credit facility and the $108.0 million secured term loan.

          We have entered into both variable and fixed rate debt arrangements to allow us to optimize the balance of using variable rate debt versus fixed rate debt. Our variable rate debt allows us to maximize financial flexibility when selling properties and minimize potential prepayment penalties typical of fixed rate loans. Our $130.0 million, 6.9% fixed rate term note allows us to minimize our interest rate risk exposure. Approximately 53% of our outstanding debt at March 31, 2005, was fixed-rate in nature, compared with 51% at December 31, 2004. The weighted average interest rate of our variable rate debt and total debt as of March 31, 2005 was 5.0% and 6.0%, respectively.

          Our share of debt under our unconsolidated joint venture of $9.2 million at March 31, 2005 is fixed at a rate of 5.99% per annum.

          We review interest rate exposure continuously in an effort to minimize the risk of interest rate fluctuations. It is our policy to manage our exposure to fluctuations in market interest rates on our borrowings through the use of fixed rate debt instruments, to the extent that reasonably favorable rates are obtainable with such arrangements, and after considering the need for financial flexibility related to our debt arrangements. We may enter into forward interest rate agreements, or similar agreements, to hedge our variable rate debt instruments where we believe the risk of adverse changes in market rates is significant. As of March 31, 2005, we do not have any material market-sensitive financial instruments.

          We do not believe that changes in market interest rates will have a material impact on the performance or fair value of our hotel portfolio because the value of our hotel portfolio is based primarily on the operating cash flow of the hotels, before interest expense charges. However, a change of ¹/4% in the index rate to which our variable rate debt is tied would change our annual interest incurred by $0.2 million, based upon the balances outstanding on our variable rate instruments at March 31, 2005.

          Using sensitivity analysis to measure the potential change in fair value of financial instruments based on changes in interest rates, we have determined that a hypothetical increase of 1% in the interest rates for instruments with similar maturities would decrease the fair market value of our fixed rate debt by $2.7 million as compared with the fair market value at March 31, 2005, which was approximated the carrying value.

ITEM 4. CONTROLS AND PROCEDURES

          As of March 31, 2005, an evaluation was performed under the supervision and with the participation of the principal executive and financial officers with regard to the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)). Based upon the evaluation, they concluded that our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in this Quarterly Report was recorded, processed, summarized and reported on a timely basis.

          There were no changes in our internal control over financial reporting during the quarter ended March 31, 2005 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          We are subject to various legal proceedings and claims that arise in the ordinary course of business. In our opinion, the amount of any ultimate liability with respect to these actions will not materially affect our financial position, results of operations or liquidity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

					Total Number of		Maximum Number (or
					Shares (or Units)		Approximate Dollar Value) of
	Total Number of		Average		Purchased as Part of		Shares (or Units) that May
	Shares (or Units)		Price Paid		Publicly Announced		Yet Be Purchased Under
Period	Purchased		per Share (or Unit)		Plans or Programs		the Plans or Programs
January 1, 2005 – January 31, 2005		15,590	$	9.135		—		—
February 1, 2005 – February 28, 2005		—		—		—		—
March 1, 2005 – March 31, 2005		—		—		—		—
Total		15,590	$	9.135		—		—

          Commencing June 1, 2001, participants in Boykin’s Long-Term Incentive Plan have the option to exchange shares of Boykin that have not been subject to restriction, vesting or forfeiture in the previous six months to satisfy minimum tax withholding requirements for shares that are currently vesting. The price at which Boykin purchases the shares from the participant is based upon the average of the high and low trading price of the shares on the previous trading day.

          Such election is effective unless and until the earlier of termination by the participant or the Long-Term Incentive Plan Committee of Boykin’s Board of Directors.

          The activity for those who have elected such option is shown above.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

ITEM 5. OTHER INFORMATION

          None.

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ITEM 6. EXHIBITS

3.1	(a)	Amended and Restated Articles of Incorporation, as amended
3.2	(b)	Code of Regulations
3.3	(c)	Amendment to the Company’s Articles of Incorporation for the 10-1/2% Class A Cumulative Preferred shares, Series 2002-A
4.1	(b)	Specimen Share Certificate
4.2	(a)	Dividend Reinvestment and Optional Share Purchase Plan
4.3	(d)	Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin Lodging Company and National City Bank, as rights agent
4.3a	(e)	Amendment to Shareholder Rights Agreement dated as of December 31, 2001, between Boykin Lodging Company and National City Bank
4.4	(c)	Form of Preferred Share Certificate
4.5	(c)	Form of Depositary Receipt
10.22	(f)	Hotel Purchase and Sale Agreement, as amended; Hotel 71 Chicago, Illinois, By and Between Boykin Chicago L.L.C., as Seller and the Falor Companies, Inc., as Purchaser
10.23	(g)	Sixth Amendment to Hotel Purchase and Sale Agreement; Hotel 71 Chicago, Illinois, By and Between Boykin Chicago L.L.C., as Seller and Chicago H&S Property, LLC (as assignee of the Falor Companies, Inc.) as Purchaser
31.1		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Hotel Purchase Agreement; French Lick Springs Resort and Spa, French Lick, Indiana, By and Between Boykin Hotel Properties, L.P., as Seller and Cook Group Incorporated, as Buyer
	(a)	Incorporated by reference from Boykin’s Form 10-Q for the quarter ended June 30, 1999.
	(b)	Incorporated by reference from Amendment No. 3 to Boykin’s Registration Statement on Form S-11 (Registration No. 333-6341) (the “Form S-11”) filed on October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11.
	(c)	Incorporated by reference from Boykin’s Registration Statement on Form 8-A filed on October 3, 2002.
	(d)	Incorporated by reference as Exhibit 1 from Boykin’s Registration Statement on Form 8-A filed on June 10, 1999.
	(e)	Incorporated by reference from Boykin’s Form 8-K filed on January 14, 2002.
	(f)	Incorporated by reference from Boykin’s Form 10-K for the year ended December 31, 2004.
	(g)	Incorporated by reference from Boykin’s Form 8-K filed on April 1, 2005.

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FORWARD LOOKING STATEMENTS

     This Form 10-Q contains statements that constitute forward-looking statements. Those statements appear in a number of places in this Form 10-Q and the documents incorporated by reference herein and include statements regarding our intent, belief or current expectations or those of our directors or officers with respect to:

•   Leasing, management or performance of the hotels;

•   Our plans for expansion, conversion or renovation of the hotels;

•   Adequacy of reserves for renovation and refurbishment;

•   Our financing plans;

•   Our continued qualification as a REIT under applicable tax laws;

•   Our policies and activities regarding investments, acquisitions, dispositions, financings, conflicts of interest and other matters;

•   National and international economic, political or market conditions; and

•   Trends affecting us or any hotel’s financial condition or results of operations.

     You can identify the forward-looking statements by their use of forward-looking words, such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of those words or similar words. You are cautioned that any such forward-looking statement is not a guarantee of future performance and involves risks and uncertainties, and that actual results may differ materially from those in the forward-looking statement as a result of various factors. The factors that could cause actual results to differ materially from those expressed in a forward-looking statement include, among other factors, financial performance, real estate conditions, execution of hotel acquisition or disposition programs, changes in local or national economic conditions and their impact on the occupancy of our hotels, military action, terrorism, hurricanes, changes in interest rates, changes in local or national supply and construction of new hotels, changes in profitability and margins and the financial condition of our operators and lessee and other similar variables.

     The information contained in this Form 10-Q and in the documents incorporated by reference herein and in Boykin’s periodic filings with the Securities and Exchange Commission also identifies important factors that could cause such differences.

     With respect to any such forward-looking statement that includes a statement of its underlying assumptions or bases, we caution that, while we believe such assumptions or bases to be reasonable and have formed them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material depending on the circumstances. When, in any forward-looking statement, we or our management express an expectation or belief as to future results, that expectation or belief is expressed in good faith and is believed to have a reasonable basis, but there can be no assurance that the stated expectation or belief will result or be achieved or accomplished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

May 9, 2005	/s/ Robert W. Boykin
	Robert W. Boykin
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

May 9, 2005	/s/ Shereen P. Jones
	Shereen P. Jones
	Executive Vice President, Chief Financial and Investment Officer (Principal Accounting Officer)

EXHIBIT INDEX

3.1	(a)	Amended and Restated Articles of Incorporation, as amended
3.2	(b)	Code of Regulations
3.3	(c)	Amendment to the Company’s Articles of Incorporation for the 10-1/2% Class A Cumulative Preferred shares, Series 2002-A
4.6	(b)	Specimen Share Certificate
4.7	(a)	Dividend Reinvestment and Optional Share Purchase Plan
4.8	(d)	Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin Lodging Company and National City Bank, as rights agent
4.3a	(e)	Amendment to Shareholder Rights Agreement dated as of December 31, 2001, between Boykin Lodging Company and National City Bank
4.9	(c)	Form of Preferred Share Certificate
4.10	(c)	Form of Depositary Receipt
10.22	(f)	Hotel Purchase and Sale Agreement, as amended; Hotel 71 Chicago, Illinois, By and Between Boykin Chicago L.L.C., as Seller and the Falor Companies, Inc., as Purchaser
10.23	(g)	Sixth Amendment to Hotel Purchase and Sale Agreement; Hotel 71 Chicago, Illinois, By and Between Boykin Chicago L.L.C., as Seller and Chicago H&S Property, LLC (as assignee of the Falor Companies, Inc.) as Purchaser
31.1		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Hotel Purchase Agreement; French Lick Springs Resort and Spa, French Lick, Indiana, By and Between Boykin Hotel Properties, L.P., as Seller and Cook Group Incorporated, as Buyer
	(a)	Incorporated by reference from Boykin’s Form 10-Q for the quarter ended June 30, 1999.
	(b)	Incorporated by reference from Amendment No. 3 to Boykin’s Registration Statement on Form S-11 (Registration No. 333-6341) (the “Form S-11”) filed on October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11.
	(c)	Incorporated by reference from Boykin’s Registration Statement on Form 8-A filed on October 3, 2002.
	(d)	Incorporated by reference as Exhibit 1 from Boykin’s Registration Statement on Form 8-A filed on June 10, 1999.
	(e)	Incorporated by reference from Boykin’s Form 8-K filed on January 14, 2002.
	(f)	Incorporated by reference from Boykin’s Form 10-K for the year ended December 31, 2004.
	(g)	Incorporated by reference from Boykin’s Form 8-K filed on April 1, 2005.

EX-31.1

Exhibit 31.1

Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert W. Boykin, Chairman of the Board and Chief Executive Officer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Boykin Lodging Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2005
	By:	/s/ Robert W. Boykin
		Robert W. Boykin
		Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002

I, Shereen P. Jones, Executive Vice President, Chief Financial and Investment Officer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Boykin Lodging Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2005
	By:	/s/ Shereen P. Jones
		Shereen P. Jones
		Executive Vice President, Chief Financial and Investment Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Boykin Lodging Company (the “Company”) on Form 10-Q for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert W. Boykin, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert W. Boykin
Robert W. Boykin
Chairman of the Board and Chief Executive Officer
May 9, 2005

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Boykin Lodging Company (the “Company”) on Form 10-Q for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shereen P. Jones, Executive Vice President, Chief Financial and Investment Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Shereen P. Jones
Shereen P. Jones
Executive Vice President, Chief Financial and Investment Officer
May 9, 2005

EX-99.1

Exhibit 99.1

HOTEL PURCHASE AGREEMENT

          This Hotel Purchase Agreement (this “Agreement”) is made as of March 16, 2005, between Boykin Hotel Properties, L.P., an Ohio limited Partnership (the “Seller”), and Cook Group Incorporated, an Indiana corporation (the “Buyer”).

RECITALS:

          A. Seller is the owner in fee simple of the real property described on Exhibit A-1¹ (the “Real Property”);

          B. The hotel described on Exhibit A-2 (the “Hotel”) is situated on the Real Property;

          C. Seller is the ground lessee under the Ground Lease (the “Ground Lease”), dated as of April 9, 2000, between Seller and the Mary H. Dunn, Preston T. Higgins, II, Dan B. Higgins (collectively, the “Ground Lessor”);

          D. The Seller operates a hotel, meeting, and food and beverage service business, along with two golf courses, riding stables and spa at the Hotel (collectively with all other businesses operated by Seller, Seller’s Lessee and/or Seller’s Manager at or in connection with the Hotel (including mail order and time share operations, if any), the “Hotel Business”);

          D. The Hotel is leased from Seller to French Lick Leasing LLC (“Lessee”), a Delaware Limited Liability Company, pursuant to a Percentage Lease Agreement (the “Percentage Lease”) dated as of April 4, 2002;

          E. The Hotel is managed by Boykin Management Company Limited Liability Company, an Ohio limited liability company (the “Seller’s Manager”), pursuant to the terms and conditions of a Management Agreement (the “Management Agreement”) dated April 1, 2002, between Lessee and Seller’s Manager; and

          F. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Real Property, all improvements located thereon, including, without limitation, the Hotel, and substantially all of the assets of the Seller that are used in the operation of the Hotel, and all of Seller’s right, title and interest in and to the Ground Lease.

          NOW, THEREFORE, based on the mutual promises of the parties contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Buyer agree as follows:

     Section 1. Purchase and Sale of the Property.

          1.1. Description of Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereafter defined), Seller shall convey, sell, transfer, assign and deliver to

¹    Each reference in this Agreement to an Exhibit or Schedule shall mean an Exhibit or Schedule attached to this Agreement and incorporated into this Agreement by such reference.

Buyer, and Buyer shall purchase and take from Seller, all right, title and interest of Seller in and to all of the assets, properties, rights (contractual or otherwise) and business of Seller relating to the Hotel and the Hotel Business (other than the Excluded Assets, as hereafter defined), including, without limitation, the following:

          (a) The Real Property, along with all appurtenant rights, easements, rights of way and privileges relating thereto and all improvements on or relating to the Real Property, including, but not limited to, the Hotel, all riding stables, spa facilities, golf course and miniature golf course facilities, as applicable;

          (b) The Ground Lease;

          (c) All fixtures, furniture, furnishings, fittings, equipment, machinery, appliances, vehicles and other articles of personal property, including golf carts, equipment and inventory (together with all warranties relating thereto to the extent such warranties are transferable) located on the Real Property or in the Hotel or used (or held for use) in connection with the Hotel Business as of the date of this Agreement (or as of the Closing) and used or usable in connection with any present or future occupation or operation of all or any part of the Hotel, the Real Property or the property subject to the Ground Lease (the “Fixtures and Tangible Personal Property”);

          (d) All food and beverages in open and unopened boxes, engineering, maintenance and housekeeping supplies (including, without limitation, soap and cleaning materials, fuel, and materials in open and unopened boxes), stationery and printed items and supplies in open and unopened boxes, and other supplies of all kinds in open and unopened boxes, all of which are unused or held in reserve storage for future use in connection with the maintenance and operation of the Hotel or the Hotel Business (the “Consumables”);

          (e) All china, glassware, linens and silverware used or held in reserve storage at the Hotel or elsewhere for future use in connection with the operation of the Hotel or the Hotel Business, which are on hand on the date hereof, or as of the Closing, subject to such depletion and restocking as shall be made in the normal course of business after the date hereof (the “Operating Equipment”);

          (f) Those contracts, agreements, contract rights (including warranties, to the extent transferable), license agreements, franchise rights and agreements to which Seller, Seller’s Lessee and/or Seller’s Manager is a party and used in conducting the business and operations of the Hotel or the Hotel Business that are listed on Schedule 1.1(f) (the “Contracts”);

          (g) All licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other governmental agency or body held by Seller and used in conducting the business and operations of the Hotel or the Hotel Business (to the extent the same are transferable) (the “Permits”), including, without limitation, the Permits listed on Schedule 1.1(g);

          (h) All trademarks, trade names, names, service marks, symbols, logos, franchise agreements, franchises, telephone and facsimile numbers and internet domain addresses used in conducting the business and operations of the Hotel and the Hotel Business;

          (i) All advance reservations (including deposits) existing as of close of business on the day preceding the Closing;

2

          (j) All guest lists, customer files, group files, sales records, sales literature and brochures and other written marketing materials used in conducting the business and operations of the Hotel;

          (k) All books of original financial entry, internal accounting documents and records, including electronic data, books of account, files, correspondence and other records used or generated (whether used or generated by Seller) in conducting the Hotel Business, and all blueprints, engineering reports and studies and environmental reports and studies relating to the Hotel;

          (l) Those leases, subleases and other occupancy agreements, whether or not of record, which provide for the use or occupancy of space or facilities on or relating to the Real Property or the Hotel that are listed on Schedule 1.1(l) (the “Tenant Leases”); and

          (m) Those leases of equipment or other tangible personal property used in conducting the business and operations of the Hotel that are listed on Schedule 1.1(m) (the “Personal Property Leases”).

     All of the assets, properties, rights (contractual and otherwise) and business to be conveyed, sold, transferred, assigned and delivered to Buyer pursuant to this Section 1.1 are hereafter collectively referred to as the “Property.” There shall be excluded from the assets, properties, rights (contractual and otherwise) and business to be conveyed, sold, transferred, assigned and delivered to Buyer pursuant to this Section 1.1 those items set forth on Schedule 1.1(z) (the “Excluded Assets”). To the extent any of the Property is owned, leased or used by any affiliate of Seller (including, without limitation, Seller’s Lessee and Seller’s Manager), Seller shall cause such affiliate to transfer and convey such Property to Buyer in the manner Seller is conveying the Property to Buyer as described in this Agreement.

     Notwithstanding the foregoing, Seller has informed Buyer and Buyer acknowledges and agrees that the Real Property description on Exhibit A-1 may be inaccurate due to surveying errors and omissions, and missing or inaccurate recorded or unrecorded documents in ways that do not in the aggregate materially and adversely affect the current or intended use of the Real Property for the Hotel Business or for the construction of a riverboat casino, activity center, and related parking facilities near the hotel structure (“Use”) by Buyer or Seller (or any of its affiliates) and that the Real Property Seller is agreeing to sell to Buyer and Buyer is agreeing to purchase from Seller under this Agreement includes all real estate owned by Seller in Orange County, Indiana. Any representation or warranty made by Seller in this Agreement (or any other document or agreement executed in connection herewith) respecting the description of the Real Property is qualified by this paragraph.

     1.2. Non-Assignment of Certain Property. To the extent that the assignment hereunder of the Ground Lease, any of the Contracts, any of the Tenant Leases or any of the Personal Property Leases shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution in value thereof. Notwithstanding the foregoing, the failure to obtain any such assignments shall not effect Buyer’s assumption of the liabilities under such Contracts, Tenant Leases and Personal Property Leases in accordance with Section 2.1 hereof. In such event, Seller shall use commercially reasonable efforts to obtain all necessary consents to the assignment and transfer of the Ground Lease, the Contracts, the Tenant Leases and the Personal Property Leases prior to the Closing. If Buyer waives in writing its condition precedent to closing that all such consents be obtained and consummates the Closing without all of such consents, Seller shall use its commercially reasonable efforts to obtain such consents after the Closing and otherwise to provide Buyer with the

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economic benefit of any such agreement for which consent has not yet been obtained, all without further cost or expense to Buyer.

     Section 2. Liabilities Assumed.

          2.1. Assumption of Certain Liabilities. Other than for Retained Liabilities (as hereinafter defined) Buyer shall assume and be responsible for the timely satisfaction or performance, as the case may be, of all liabilities or obligations arising under or in connection with the operation of the Property and Hotel Business after the Closing, including, without limitation, the Contracts, Tenant Leases and Personal Property Leases and the Ground Lease to the extent such liabilities or obligations arise or are incurred and are first required to be performed after the Closing Date (collectively, the “Assumed Liabilities”).

          2.2. Liabilities Not Assumed. Buyer shall not by execution and performance of this Agreement or otherwise, assume or otherwise be responsible for any liability or obligation of any nature of Seller not specifically defined as an Assumed Liability, or claims of such liability or obligation, whether arising out of occurrences prior to, at, or after the date hereof (collectively, the “Retained Liabilities”). Retained Liabilities shall include, without limitation:

               (a) any liability or obligation for taxes and assessments, or interest or penalties thereon (other than any real estate taxes and assessments prorated and specifically made the liability of Buyer under this Agreement), including, income, sales, real property, personal property, withholding or other taxes and assessments of any kind, to the extent relating to periods prior to the Closing;

               (b) any liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by any (i) breach of contract, (ii) breach of warranty, (iii) tort, (iv) infringement or violation of any law, (v) environmental matter relating in any way to the Property or any of the property subject to the Ground Lease for any matter occurring or arising prior to the Closing;

               (c) any liability or obligation arising out of or relating to any employment, severance, retention or termination with any employee of Seller or the Hotel Business, for any matter or time period occurring or arising prior to the Closing;

               (d) any liability or obligation arising out of or relating to any employee grievance the facts and circumstances of which occurred prior to the Closing;

               (e) any liability or obligation arising out of or relating to any Litigation (as hereinafter defined) involving Seller, Seller’s Lessee, Seller’s Manager, or any of the Property (as well as the property that is the subject of the Ground Lease) arising prior to or existing as of the Closing; and

               (f) any liability or obligation arising out of or relating to any Litigation arising after the Closing but relating to any occurrence or event which happened or occurred prior to the Closing.

Seller shall timely and completely discharge and perform any and all Retained Liabilities.

     Section 3. Purchase Price. The purchase price for the Property shall be Twenty-five Million Dollars ($25,000,000), plus or minus the adjustments and prorations called for in this Agreement (the “Purchase Price”).

     Section 4. Deposit and Payment of Purchase Price; Due Diligence Period.

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     4.1 Deposit. Within three (3) days of Buyer’s execution of this Agreement, Buyer shall deposit the sum of One Million Dollars ($1,000,000) (the “Earnest Money Deposit”) in an escrow account established at the offices of Lawyers Title Insurance Corporation, 140 E. Washington Street, Indianapolis, Indiana (the “Escrow Agent”). The Earnest Money Deposit shall be invested in an interest-bearing account reasonably acceptable to both parties and shall be held by the Escrow Agent on the terms and subject to the conditions of this Agreement. If there is a conflict between the provisions of this Agreement and the terms of any applicable escrow agreement, the provisions of this Agreement shall govern. If this transaction is consummated, the Earnest Money Deposit (together with any interest earned thereon) shall be applied against the Purchase Price as a credit to the Buyer. The Earnest Money Deposit (together with any interest earned thereon) shall be paid to Seller or refunded to Buyer as set forth in this Agreement or in any applicable escrow agreement. Except as otherwise specifically provided in this Agreement, the Earnest Money Deposit shall be non-refundable upon expiration of all Due Diligence Periods.

     4.2 Payment. On the terms and subject to the conditions of this Agreement, Buyer shall on the Closing Date pay to Seller in immediately available funds the Purchase Price, less the amount of the Earnest Money Deposit (together with any interest thereon) applied against the Purchase Price, plus or minus the other adjustments and prorations called for in this Agreement. Payment of the Purchase Price shall be made by wire transfer of immediately available funds to an account designated in writing by Seller.

     4.3 Due Diligence Period. From the date of this Agreement until the earlier of the termination of this Agreement (as provided herein) or the Closing, Buyer may conduct such due diligence, studies, tests and inspections of the Property as Buyer deems appropriate, including, without limitation, physical inspections of the Property, contract review, review of the Schedules, review of the Hotel Business and its operations, and review of legal, title, environmental and survey matters relating to the Property. The period of time commencing on the date Seller makes its Due Diligence Delivery (as hereinafter defined) and expiring ten (10) business days later shall be referred to as the “General Due Diligence Period”. The period of time commencing on the date of this Agreement and expiring on the earlier of (i) three (3) business days after buyer receives the Title Report (as hereinafter defined), and (ii) 25 days after the date of this Agreement shall be referred to as the “Title Due Diligence Period”. The period of time commencing on the date of this Agreement and expiring 30 days thereafter shall be referred to as the “Environmental Due Diligence Period”. Each of the General Due Diligence Period, the Title Due Diligence Period and the Environmental Due Diligence Period is hereinafter referred to singly as a “Due Diligence Period”. At any time prior to expiration of the General Due Diligence Period, Buyer may notify Seller and the Escrow Agent of Buyer’s intention (in its sole and absolute discretion) not to proceed with this transaction for any reason or no reason. At any time prior to the expiration of the Title Due Diligence Period, Buyer may notify Seller and Escrow Agent of Buyer’s intention (in its sole and absolute discretion) not to proceed with this transaction for any matter relating to the state of title to the Property (other than the Initial Permitted Title Matters, as hereinafter defined, or matters that do not materially interfere with the Use). At any time prior to expiration of the Environmental Due Diligence Period, Buyer may notify Seller and Escrow Agent of Buyer’s intention (in its sole and absolute discretion) not to proceed with this transaction for any matter relating to the environmental condition of the Property (other than for any matter described in that certain Phase I Environmental Site Assessment report prepared by EMG and dated June 16, 2000 (the “Environmental Report”) which is not listed on Exhibit F hereto). Upon delivery by Buyer of any notice described above in this Section 4.3 of Buyer’s determination not to proceed with this transaction, the Escrow Agent shall within three (3) business days of its receipt of such notice release the Earnest Money Deposit, together with any interest earned thereon, to Buyer, and this Agreement shall thereafter be null and void and of no further force or effect (other than provisions that by their terms expressly survive any termination of this Agreement).

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     Section 5. Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

     5.1 Organization of Seller. Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Ohio.

     5.2 Authority. Seller has full power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed and delivered by Seller pursuant to this Agreement and to perform all obligations arising under this Agreement and under such other documents. Seller’s execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary action on the part of Seller and this Agreement has been duly executed and delivered by Seller. This Agreement and such other documents, when executed and delivered, will each constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

     5.3 Consents and Approvals. No consent or approval of any person, entity or governmental authority is required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby or the performance of its obligations under the Agreement other than such consents and approvals as are listed on Schedule 5.3.

     5.4 List of Leases, Contracts, Personnel Data, Etc. The Schedules listed below shall list all items within the term or description of each such Schedule. The Schedules listed below as well as legible copies of all documents referred to on any Schedule (to the extent in the possession of Seller or any of its affiliates; provided, to the extent Seller or its affiliates do not have possession thereof, a description in reasonable detail of each item for which there is not written document shall be placed on the Schedules) shall be delivered to Buyer within three (3) days after the execution of this Agreement (such delivery, the “Due Diligence Delivery”).

Schedules	Description
Schedule 1.1(f)	Contracts
Schedule 1.1(g)	Permits
Schedule 1.1(l)	Tenant Leases
Schedule 1.1(m)	Personal Property Leases
Schedule 1.1(z)	Excluded Assets
Schedule 5.3	Consents and Approvals
Schedule 5.7	Litigation
Schedule 5.8	Environmental
Schedule 5.9	Notices
Schedule 5.10	Contract Compliance
Schedule 5.11	Tenant Lease Compliance

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     5.5 Assets. Except for the Excluded Assets, the Property constitutes all of the assets used in the Hotel Business by Seller and/or any of its affiliates. Seller has, and at the Closing will have and convey to Buyer, good and marketable title to all of the Property (other than the Real Property, the title of which is governed by other provisions of this Agreement) free and clear of all liens, claims, charges, security interests, restrictions and encumbrances of any kind, except as disclosed in the Schedules.

     5.6 Taxes. All income, property, business, occupation, sales, use and other similar taxes imposed with respect to the Hotel, or the operation thereof (including, without limitation, the Hotel Business), which are due and payable by Seller have been paid in full or are current and Seller has not received any written notice that any such tax is overdue or has not been paid. Seller has duly filed all federal, state and local tax returns and tax reports required to be filed by it, all such returns and reports are true and correct in all material respects and all taxes and other charges arising under such returns and reports have been fully paid or will be timely paid in full.

     5.7 Litigation. Except as disclosed in Schedule 5.7, there are no claims, actions, suits, investigations, arbitration, litigation or other proceedings (collectively, “Litigation”) pending or, to Seller’s knowledge, threatened against or affecting the Hotel, the Hotel Business or the Property (as well as the property that is the subject of the Ground Lease) before any federal, state or local court or other governmental or quasi-governmental agency, body, board, commission or entity, arbitrator or mediator (collectively, “Governmental Authorities”). Seller is not subject to or in default with respect to any judgment, order, writ, injunction or decree of any Governmental Authority affecting the Hotel, the Hotel Business, the Property or the property subject to the Ground Lease.

     5.8 Hazardous Materials. Except as disclosed on Schedule 5.8 and in the Environmental Report, (a) Seller has not engaged in any operations or activities upon, or any use or occupancy of the Property, or any portion thereof, for the purpose of or in any way involving the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of any Hazardous Materials (whether legal or illegal, accidental or intentional) on, under, in or about the Property, or transported any Hazardous Materials to, from or across the Property, except in all cases in material compliance with Environmental Requirements and only in the course of legitimate business operations at the Property (which shall not include any business primarily or substantially devoted to the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or disposal of Hazardous Materials (hereinafter “HM Operations”)); and (b) no Hazardous Materials are presently deposited, stored, or otherwise located on, under, in or about the Property, except in all cases in material compliance with Environmental Requirements and only in the course of legitimate business operations at the Property which shall not include HM Operations. As used in this Section 5.8, “Environmental Requirements” shall mean all applicable present statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises and similar items, of all governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the United States, states and political subdivisions thereof and all applicable judicial and administrative and regulatory decrees, judgments and orders relating to the environment, including, without limitation, all requirements, including but not limited to those pertaining to reporting, record keeping, licensing, permitting, investigation and remediation of emissions, discharges, releases or threatened releases of Hazardous Materials, chemical substances, pollutants, contaminants, petroleum, asbestos, lead or hazardous or toxic substances, materials or wastes whether solid, liquid or gaseous in nature, into the air, surface water, ground water or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of chemical substances, pollutants, contaminants or hazardous or toxic substances, materials, or wastes, whether solid, liquid or gaseous in nature. As used in this Section 5.8, “Hazardous Materials” shall mean (a) any flammable, explosive or radioactive materials, hazardous wastes, toxic substances or related materials including, without

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limitation, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “solid waste” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Toxic Substances Control Act, 15 U.S.C., Section 2601 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.; and in the regulations adopted and publications promulgated pursuant to said laws; (b) those substances listed in the United States Department of Transportation Table (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 C.F.R. Part 302 and amendments thereto); (c) those substances defined as “hazardous wastes,” “hazardous substances” or “toxic substances” in any similar federal, state or local laws or in the regulations adopted and publications promulgated pursuant to any of the foregoing laws or which otherwise are regulated by any governmental authority, agency, department, commission, board or instrumentality of the United States of America, the State of Indiana or any political subdivision thereof, (d) any pollutant or contaminant or hazardous, dangerous or toxic chemicals, materials, or substances within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, all as amended; (e) petroleum or any by-products thereof, including the storage thereof in any aboveground or underground storage tank; (f) any radioactive material, including any source, special nuclear or by-product material as defined at 42 U.S.C. Sections 2011 et seq., as amended, and in the regulations adopted and publications promulgated pursuant to said law; (g) asbestos in any form or condition; (h) lead in any form or condition; and (i) polychlorinated biphenyls.

     5.9 Notice of Specified Matters. Except as set forth on Schedule 5.9, Seller has not received any of the following: (i) any citations, orders or directives of any city, county, state or federal authority indicating that any condition on the Property is unsafe or unlawful in any material respect or that any material work, maintenance, remediation or improvement must be performed on the Property, (ii) notice of any violation of any material zoning, subdivision, land use and building, codes, laws and permit conditions, (iii) notice from any governmental authority with respect to any aspect or condition of the Property which violates applicable laws and which Seller has not corrected and would have a material adverse affect on the value or use of the Property or (iv) notice of any zoning or regulatory change pending or threatened against or relating to the Real Property, or of any event or condition which, with the passing of time or the giving of notice, or both, would be the basis for such change or proceeding which change or proceeding would have a material adverse affect on the value or use of the Property.

     5.10 Contracts. Except as disclosed in Schedule 5.10, to Seller’s knowledge, all the Contracts are valid and binding, in full force and effect and enforceable in accordance with their respective terms. Except as disclosed in Schedule 5.10, to Seller’s knowledge, neither Seller nor the other parties thereto, are in default under any Contract, and no event has occurred which, merely by notice or the passage of time or both, would constitute such a default by Seller or such other parties. No notice has been received by Seller claiming any such default by Seller or indicating the desire or intention of any other party thereto to amend, modify, rescind or terminate the same.

     5.11 Tenant Leases; Ground Lease. Except as disclosed in Schedule 5.11, to Seller’s knowledge, the Tenant Leases are valid and binding, in full force and effect and enforceable in accordance with their respective terms. All rent due under the Tenant Leases has been paid in full, no rent thereunder has been prepaid, and to Seller’s knowledge, neither Seller nor the tenants thereunder are in default thereunder, and no event has occurred which, merely by notice or the passage of time or both, would constitute such a default by Seller or the tenants thereunder. No notice has been received by Seller claiming any such default by Seller or indicating the desire or intention of any other party thereto to amend, modify, rescind or terminate the same. Except as disclosed in Schedule 5.11, to Seller’s

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knowledge, the Ground Lease is valid and binding, in full force and effect and enforceable in accordance with its terms. All rent due under the Ground Lease has been paid in full, no rent thereunder has been prepaid, and to Seller’s knowledge, neither Seller nor the Ground Lessor is in default thereunder, and no event has occurred which, merely by notice or the passage of time or both, would constitute such a default by Seller or the Ground Lessor. No notice has been received by Seller claiming any such default by Seller or indicating the desire or intention of Ground Lessor to amend, modify, rescind or terminate the same.

          5.12 Foreign Person. Seller is not a foreign person for purposes of the withholding provisions of Section 1445 of the Internal Revenue Code of 1986, as amended.

     BUYER ACKNOWLEDGES AND AGREES THAT, WITH THE EXCEPTION OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 5, BUYER IS TAKING THE PROPERTY ON AN AS-IS BASIS WITH ALL FAULTS AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING AS TO THE PHYSICAL OR OPERATING CONDITION OF THE IMPROVEMENTS, THEIR COMPLIANCE WITH LAW, OR THE FINANCIAL CONDITION, PAST, PRESENT OR FUTURE, OF THE HOTEL OPERATION.

          Each of the representations and warranties contained in this Section 5 and its various sections is intended for the benefit of Buyer and may be waived in whole or in part by Buyer. All rights and remedies arising in connection with the untruth or inaccuracy of any such representations and warranties shall, to the extent applicable, survive the Closing of the transaction contemplated hereby for a period of time as set forth in Section 11.1 of this Agreement, and Buyer’s remedies on account thereof shall be limited as provided in Section 11.2, Section 12.1 and Section 12.3(c) hereof. Buyer acknowledges and agrees that the provisions of this and the preceding paragraph shall survive the Closing of the purchase of the Property.

          Section 6. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller:

          6.1 Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana.

          6.2 Authority. Buyer has full power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed and delivered by Buyer pursuant to this Agreement and to perform all obligations of Buyer arising under this Agreement and under such documents. Buyer’s execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary action on the part of Buyer, and this Agreement has been duly executed and delivered by Buyer. This Agreement and such documents will, when executed and delivered, each constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, covenants and conditions.

          6.3 Consents and Approvals. No consent or approval of any person, entity or governmental authority is required with respect to the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby or the performance of its obligations under the Agreement.

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     Section 7. Covenants and Agreements. Buyer and Seller shall comply with the covenants contained in this Section 7 from the date of this Agreement through the earlier of the date on which the transactions contemplated hereby are consummated, or this Agreement is terminated as contemplated hereby and the funds held by Escrow Agent are disbursed (the “Close of Escrow”).

          7.1 Approvals and Consents. Buyer and Seller will use commercially reasonable efforts and shall cooperate in good faith to acquire all necessary approvals of any and all applicable governmental authorities and all necessary consents of all third parties to the end of expediting consummation of the transactions contemplated herein.

          7.2 Maintain Property. At all times prior to the Closing Date, Seller shall, and shall cause Seller’s Manager to, operate the Hotel and the other Property (including the property subject to the Ground Lease) in a commercially reasonable manner and make all repairs and replacements necessary in the ordinary course of business.

          7.3 Make No Material Change in the Property. Prior to the Closing Date, Seller shall not, without the written consent of Buyer, which consent shall not be unreasonably withheld: (a) transfer or otherwise dispose of any material portion of the Property, except Consumables in the ordinary course of business; (b) make any material change in the Property; (c) enter into, or modify any contract, license, franchise or commitment relating to the Property that is not terminable (without payment or penalty) upon not less than sixty (60) days’ prior written notice; (d) terminate any contract, license, franchise or commitment relating to the Property, except in the ordinary course of business, (e) significantly alter or revise the accounting principles, procedures, methods or practices in place at the Hotel; (f) remove or permit to be removed from the Hotel any Fixtures and Tangible Personal Property or Operating Equipment or other similar personal property, except in the ordinary course of business, or (g) cause or permit any lien or encumbrance to be placed on the Property (or the property subject to the Ground Lease).

          7.4 Brokers. Seller shall pay the costs and expenses of any broker, finder or financial adviser which has acted directly or indirectly as such for the Seller.

          7.5 Title and Title Insurance; Title Conveyance; Survey.

                 (a) Seller shall convey to Buyer title to each parcel of the Real Property by a special warranty deed in the form of Exhibit A-3 hereto (the “Deed”), duly and properly executed, free and clear of all liens, security interests, mortgages, charges and encumbrances of any kind, except (i) restrictions of record, reservations, limitations, easements and conditions of record, if any, as shall have been approved by Buyer as provided for in subsection (b) below (“Permitted Exceptions”); (ii) zoning and building ordinances, if any; (iii) taxes and general assessments, which constitute a lien but which are not due and payable; and (iv) all legal highways.

                 (b) Buyer (at its sole cost and expense) shall, within three (3) business days of the execution by Buyer and Seller of this Agreement, engage a title insurance company acceptable to Buyer (the “Title Company”) to deliver to Seller and Buyer a commitment for an ALTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the Real Property and the property subject to the Ground Lease in the amount of the Purchase Price, committing the Title Company to insure Buyer as the fee simple owner of the Real Property (and its leasehold interest in the property subject to the Ground Lease) without standard exceptions and subject only to Permitted Exceptions (the “Title Report”) for the Real Property together with copies of each of the underlying documents listed as an exception on the Title Report by April 1, 2005. Buyer covenants to use commercially reasonable efforts to cause the Title Company to be prepared to issue the Title Policy on or before the Closing Date. Within

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three (3) business days after receipt by Buyer of the Title Report, Buyer will notify Seller and the Title Company of any restrictions, reservations, limitations, easements, conditions, defects or encumbrances disclosed in the Title Report that are objectionable to Buyer (together herein called “Title Defects” ). All exceptions shown on the Title Report not objected to by Buyer in its notice to Seller shall be deemed acceptable to Buyer. Seller shall have a period of three (3) business days following Seller’s receipt of Buyer’s objection to any Title Defects in which to notify Buyer which of such Title Defects Seller will cure or have removed. If Seller will not cure or remove all such Title Defects, Buyer shall elect either to (i) waive its objection to those Title Defects that Seller will not cure or remove, in which case this Agreement will continue, and Seller shall have until expiration of the Due Diligence Period to use its commercially reasonable efforts to cure or remove those Title Defects identified in its notice to Buyer as Title Defects that Seller will cure or remove; or (ii) terminate this Agreement, in which case, the Escrow Agent shall thereupon return to Buyer the funds and documents previously paid or deposited by it, including, but not limited to, the Earnest Money Deposit (and all interest thereon), and the parties shall be fully released and discharged from any further obligation hereunder. Buyer shall notify Seller of its election in writing within three (3) business days after receipt of Seller’s notice, and Buyer’s failure to provide such timely notice in response to Seller’s notice shall constitute Buyer’s election to waive its objection to the Title Defects that Seller will not cure or remove and proceed as provided in (i) above. Notwithstanding anything to the contrary contained in this Section 7.5, prior to the Closing Date, Seller shall satisfy, remove and discharge from record any and all deeds of trust, mortgages, mechanic’s liens for work performed on or material delivered to the Property, delinquent taxes and delinquent assessments (collectively, the “Monetary Exceptions”) encumbering title to the Real Property regardless of whether Buyer has objected thereto or not. Seller acknowledges and agrees that in the event that Seller fails or refuses to remove and discharge any Monetary Exception from title on or prior to the Close of Escrow, Buyer may instruct Escrow Agent to use and apply Purchase Price at the Close of Escrow to remove such Monetary Exceptions. Notwithstanding the foregoing, Seller has delivered to Buyer a copy of a title search, dated as of May 29, 2003, with respect to the Real Property (the “Initial Title Search”) from Fidelity National Title Insurance Company of New York. A copy of Schedule B to the Initial Title Search is attached hereto as Exhibit G. Buyer hereby agrees that it objects only to those title exceptions set forth on Exhibit G-1 (the “Objections”) on the Initial Title Search. Buyer agrees that it will not object to any item contained on the Initial Title Search as a Title Defect pursuant to this paragraph unless such item is an Objection (such other matters, the “Initial Permitted Title Matters”).

     Notwithstanding anything to the contrary contained herein, if any new lien, covenant, condition, restriction, reservation, easement, right of way or other encumbrance affecting the Real Property (each, a “New Exception”) becomes of record after the date of the Title Report (other than an exception caused by Buyer or consented to in writing by Buyer), then Seller shall cause such New Exception to be removed prior to the Close of Escrow.

     If Seller is obligated to remove a New Exception, then, if necessary, the Seller may extend the Closing Date by up to five (5) Business Days to permit or arrange for any such removal. If Seller is obligated to remove a New Exception and fails to do so, then the rights of Buyer shall be as set forth in Section 12.3 below. If such New Exception was caused by or consented to in writing by Buyer, then Buyer shall take title to the Property subject to such New Exception.

               (c) Buyer may obtain (at its sole cost and expense) a staked survey of the Real Property completed in accordance with the Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys including all Table A items, certified to Buyer and the Title Company (the “Survey”).

          7.6 Buyer’s Access to Information and Records Before Closing, Physical Inspections. Until the Closing or earlier termination of this Agreement as provided below, Seller shall

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give Buyer, its employees, accountants and other representatives and shall cause Seller’s Manager to give Buyer, its employees, accountants and other representatives full access throughout the period prior to the Closing Date, upon not less than 24 hours prior notice and during normal business hours, to all of its properties, books, contracts, commitments, and records (including, without limitation, financial statements, leases, contracts, engineering reports, franchise or license agreements, property improvement plans, and environmental assessments) and furnish to Buyer during such period all such information concerning the Property as Buyer may reasonably request. During the Due Diligence Period, Buyer, its employees, agents and other representatives shall have the right, at its or their own risk and expense, upon not less than 48 hours prior notice and during normal business hours, to inspect the Property and to conduct such tests or investigations as Buyer may deem necessary or desirable, including, without limitation, environmental audits, soil borings, soil samples, other geotechnical studies and engineering and/or feasibility studies. After making any such tests or investigations, Buyer shall restore the Property to its condition prior to such tests and inspections. Buyer shall conduct its activities hereunder in a manner to minimize any disturbance to Hotel guests, Seller, Seller’s Manager and their respective employees. Buyer shall not perform any invasive testing without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If the transaction contemplated by this Agreement is not consummated, Buyer will deliver to Seller copies of any written reports generated in connection with the inspection activities undertaken by Buyer. Buyer will pay all costs incurred in connection with the inspection activities undertaken by Buyer. Buyer shall not, without the consent of Seller, (a) contact the Hotel employees; (b) disclose the nature or purpose of its activities or the transactions contemplated by this Agreement to anyone other than employees, agents and representatives of Buyer; (c) unreasonably interfere or otherwise unreasonably disrupt operations of the Hotel; or (d) disrupt guests of the Hotel. Buyer agrees to indemnify and hold harmless Seller, its partners and Seller’s Manager from and against any losses, damages or claims (including legal fees and expenses) caused by Buyer, its employees, accountants or other representatives in connection with any inspection activities undertaken by Buyer, its employees, agents or representatives. Notwithstanding the foregoing, in no event shall Buyer be permitted to review or inspect Hotel employee personnel files and such files shall at all times remain the property of Seller’s Manager.

     7.7 Confidentiality. Each of the parties hereto agrees (each a “Receiving Party”), on behalf of itself and its representatives and agents, to keep confidential and not disclose any and all information and data of a proprietary or confidential nature with respect to another party (a “Disclosing Party”) in its possession or which it has received in connection with this Agreement and the transactions contemplated hereby other than information which is or becomes generally available to the public other than as a result of disclosure by the Receiving Party in violation of this Agreement; provided, however, that notwithstanding the foregoing, each of the parties hereto shall be free to disclose any such information or data (i) to the extent required by applicable law, and (ii) during the course of or in connection with any legal proceeding based upon or in connection with the subject matter of this Agreement. In the event of termination of this Agreement, each party shall return all documents (including copies thereof) obtained hereunder by such party from the other party (unless readily available from public information sources). The Receiving Party will use such confidential information solely in connection with the transaction contemplated by this Agreement. This Section 7.7 shall survive any termination of this Agreement and continue in effect for two (2) years thereafter. Except as required by law, neither party shall, without the prior written consent of the other party, disclose or make public this Agreement, its terms or the transactions contemplated by this Agreement, except for disclosures required to be made to any applicable regulatory authority.

     7.8 Guest Baggage. Any baggage or other property of departed guests held by Seller or Seller’s Manager may be left at the Hotel for a period not to exceed sixty (60) days following the Closing Date. After such period, Buyer will notify Seller if any baggage or property remains at the Hotel and all such baggage or property will, at the option of Seller, be removed by Seller or abandoned by Seller and if

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abandoned by Seller, Buyer shall dispose of such baggage in any manner deemed appropriate by Buyer. All baggage of guests who are still in the Hotel on the Closing Date that has been checked with or left in the care of Seller shall be inventoried, sealed and tagged jointly by Seller and Buyer immediately after the Closing. Buyer hereby agrees to indemnify Seller against all claims, losses or liabilities with respect to such baggage arising out of the acts or omissions of Buyer after the Closing.

          7.9 Safe Deposits. Five days prior to the Closing, Seller shall send written notice to guests or tenants or other persons who maintain a safe deposit at the Hotel, advising of the sale of the Hotel to Buyer and requesting removal of the contents within five (5) days. The safe deposit boxes of guests or tenants who have not removed the contents shall be opened at the time of Closing only in the presence of representatives of both Seller and Buyer. The contents of all boxes opened as aforesaid shall be listed at the time such boxes are opened, each such list shall be signed by or on behalf of Seller and Buyer, and Buyer shall not be liable or responsible for any items claimed to have been in said boxes unless such items are included in such list. Seller agrees to indemnify and hold harmless Buyer from and against any liability or responsibility for any items claimed to have been in said boxes but not included on such list, and Buyer agrees to indemnify and hold Seller harmless from and against any liability or responsibility for items claimed to have been in said boxes and included on such list.

          7.10 Employee Matters. At Closing, Seller or Seller’s Manager shall terminate or cause to be terminated the employment of all Hotel employees. Buyer shall employ from and after the Closing Date such of the Hotel employees as Buyer determines, in its sole and absolute discretion, if any, on such terms and conditions as Buyer may determine. Nothing in this provision shall be construed to limit Buyer’s right to terminate, at Buyer’s sole cost and expense, the Hotel Employees subsequent to the Closing Date, subject to the requirements of applicable law and employment agreements that Buyer has agreed to assume. Buyer shall assume the union and collective bargaining agreements set forth on Schedule 1.1(f) hereto as an Assumed Liability, subject to the Retained Liabilities associated therewith. Buyer agrees to indemnify and hold Seller harmless from and against any violations of the Workers Adjustment Retraining and Notification Act, 29 U.S.C. § 2101 et seq, or any similar state laws, arising as a result of the transactions contemplated by this Agreement, and Buyer shall indemnify and hold Seller harmless from and against any and all costs, wages, salaries, taxes, employee benefit costs, accruals, and other amounts relating to Seller’s, Seller’s Lessee’s and Seller’s Manager’s employees. Nothing in this Section 7.10 is intended to, or shall, confer on any person or entity not a party of this Agreement any rights or benefits.

          7.11 Intentionally Omitted.

          7.12 Purchase Price Allocation. Buyer and Seller agree that they shall allocate the Purchase Price among the Property at the Closing (the “Allocation”). Buyer and Seller agree to negotiate in good faith the Allocation by the end of all Due Diligence Periods. Buyer and Seller agree (i) to be bound by the Allocation, (ii) to act in accordance with the Allocation in the preparation of financial statements and filing of all tax returns and in the course of any tax audit, tax review or tax litigation relating thereto, and (iii) to refrain from, and cause their affiliates to refrain from, taking a position inconsistent with the Allocation for all purposes, including tax purposes.

     Section 8. Closing Matters.

          8.1 Closing. Subject to satisfaction of the conditions to Closing set forth in Section 10 hereof, the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on April 30, 2005, or such earlier or later date as the parties hereto may mutually agree (the “Closing Date”). As part of the Closing the actions specified in Sections 8.2 and 8.3 below shall be taken, all of

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which will be deemed taken simultaneously at the Closing and no one of which will be deemed completed until all have been completed and the Closing shall have occurred.

     8.2 Seller’s Deliveries. No later than two (2) days before the Closing Date, Seller shall deliver to the Escrow Agent (all duly executed, notarized and witnessed, where applicable) the following:

          (a) The Deed identified on Exhibit A-3 hereto.

          (b) A General Conveyance, Bill of Sale and Assignment in the form of Exhibit B.

          (c) An Assignment and Assumption of the Contracts, Tenant Leases and Personal Property Leases in the form of Exhibit C (the “Assignment and Assumption Agreement”), an Assignment and Assumption of the Ground Lease in a form reasonably satisfactory to Seller, Buyer and the Ground Lessor.

          (d) A certificate of the general partner of Seller in accordance with Section 10.2(d) in the form of Exhibit D.

          (e) Resolutions of Seller authorizing the execution and delivery of this Agreement by Seller and the performance of Seller’s obligations hereunder.

          (f) A certificate of the Secretary of State of Ohio, dated as of a recent date, as to the good standing of Seller in such state.

          (g) Such instruments, documents or certificates as may be reasonably required by the Title Company as a condition to the issuance of the Title Policies consistent with the terms of this Agreement.

          (h) Such other separate instruments of sale, assignment or transfer that Buyer may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the Property.

          (i) All necessary consents to the assignment of the Ground Lease.

          (j) A vendor’s affidavit and such other documents, instruments or certificates as are required by the Title Company to issue the Title Policy.

     8.3 Buyer’s Deliveries. At Closing, Buyer shall pay to Escrow Agent the Purchase Price, less the amount of the Earnest Money Deposit (including all interest accrued thereon), plus or minus the adjustments and prorations called for in this Agreement, and Buyer shall, no later than two (2) days before the Closing Date, deliver to the Escrow Agent (all duly executed, notarized and witnessed, where applicable) the following:

          (a) Resolutions of the board of directors of Buyer authorizing the execution and delivery of this Agreement by Buyer and the performance of Buyer’s obligations hereunder.

          (b) A certificate of an officer of Buyer in accordance with Section 10.1(d) in the form of Exhibit E.

          (c) The Assignment and Assumption Agreement, the Assignment and Assumption of the Ground Lease.

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               (d) A good standing certificate of the Secretary of State of Indiana, dated as of a recent date.

               (e) Such other separate instruments of assumption that Seller may reasonably deem necessary or appropriate in order to confirm or evidence Buyer’s assumption of the Assumed Liabilities.

     Section 9. Adjustments and Prorations — Closing Statement.

          9.1 Adjustments and Prorations. The following matters and items pertaining to the Property shall be apportioned between the parties hereto or, where applicable, credited in total to a particular party, as of 12:01 a.m. Cleveland, Ohio time on the Closing Date (the “Cutoff Time”). Net credits in favor of Buyer shall be deducted from the balance of the Purchase Price at the Closing, and net credits in favor of Seller shall be added to the balance of the Purchase Price at the Closing. Unless otherwise indicated below, Buyer shall receive a credit for any of the following items to the extent the same are accrued but unpaid as of the Cutoff Time (whether or not due, owing or delinquent as of the Cutoff Time), and Seller shall receive a credit to the extent any of the following items shall have been paid prior to the Closing Date to the extent the payment thereof relates to any period of time after the Cutoff Time:

               (a) Guest ledger receivables (e.g., all amounts, including, without limitation, room charges, food and beverage charges, telephone, in-room movies and any and all incidental charges accrued to the accounts of guests occupying rooms in the Hotel as of the Cutoff Time) shall be prorated as of the Cutoff Time between Buyer and Seller. Seller shall receive a credit for all guest ledger receivables for all room nights up to and including the room night during which the Cutoff Time occurs, and Buyer shall be entitled to the amounts of guest ledger receivables for the room nights after the Cutoff Time. All restaurant and bar facilities will be closed as of the Cutoff Time, and Seller shall receive the income from the same until the Cutoff Time.

               (b) All nondelinquent ad valorem taxes, special or general assessments, real and personal property taxes, hotel occupancy tax, water and sewer rents, rates and charges, vault charges, and any municipal permit fees shall be prorated as of the Cutoff Time between Buyer and Seller by Escrow Agent. Seller shall be charged with such taxes and assessments for all periods up to, but not including, the date on which the Cutoff Time occurs, and Buyer shall be entitled to a credit for said taxes and assessments. Notwithstanding the foregoing, real property taxes shall be pro rated based upon the date of assessment and Seller shall be responsible for all real estate taxes payable in 2005 (with respect to the 2004 tax year) and its pro rata portion payable in 2006 (with respect to the 2005 tax year). If the amount of any such item is not ascertainable on the Closing Date, the credit therefor shall be based on the most recent available bill and adjusted as necessary post-closing as contemplated in Section 9.2.

               (c) Telephone and telex contracts and contracts for the supply of heat, steam, electric power, gas, lighting and any other utility service shall be prorated as of the Cutoff Time between Buyer and Seller by the Escrow Agent. Seller shall receive a credit for all deposits, if any, made by Seller as security under any such public service contracts if the same are transferable and provided such deposits remain on deposit for the benefit of Buyer. Where possible, cutoff readings will be secured for all utilities as of the Cutoff Time. To the extent they are not available, the cost of such utilities shall be apportioned between the parties on the basis of the latest actual (not estimated) bill for such service and adjusted as necessary post-closing as contemplated in Section 9.2.

               (d) Any amounts prepaid or payable under the Ground Lease, any Contracts, Personal Property Leases or Tenant Leases shall be prorated as of the Cutoff Time between Buyer and

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Seller by the Escrow Agent. All amounts known to be due under the Ground Lease, the Contracts and Personal Property Leases with reference to periods prior to the Closing Date shall be paid by Seller or credited to Buyer as a reduction of the Purchase Price. Rents (including percentage rents) and other payments due under Tenant Leases shall be adjusted at Closing based on current information. Any additional amounts not known and any final calculation of percentage rent not available at the Closing will be part of the post-closing adjustments contemplated in Section 9.2.

          (e) Fees paid for transferable Permits in the current period shall be prorated as of the Cutoff Time between Buyer and Seller by the Escrow Agent.

          (f) Buyer shall receive a credit for advance payments, if any, under bookings to the extent the bookings relate to a period after the Cutoff Time and have been incurred in accordance with the terms hereof.

          (g) Vending machine monies will be removed by Seller as of the Cutoff Time for the benefit of Seller.

          (h) All cash on hand in house banks (including the general manager’s petty cash fund) on the morning of the Closing Date shall become the property of Buyer and the amount thereof shall be credited to Seller at the Closing.

          (i) Buyer shall be entitled to a credit for all security and other deposits held by Seller as of the Cutoff Time with respect to Tenant Leases, Personal Property Leases and Contracts, to the extent Buyer assumes such leases and contracts.

          (j) Seller shall pay the fees applicable to recording the deed and any other documents to be recorded hereunder. Buyer shall pay all transfer taxes (including personal property taxes), and one-half of the escrow fees incidental to the Closing. Buyer shall pay all fees and costs associated with title insurance and preparing or updating a survey.

          (k) Intentionally Omitted.

          (l) Such other items as are provided for in this Agreement or as are normally prorated and adjusted in the sale of real property or of a hotel shall be prorated as of the Cutoff Time.

          (m) Those city ledger accounts receivable (excluding guest ledger receivables described in Section 9.1(a) above) generated from the operation of the Hotel prior to the Cutoff Time (the “Pre-Closing City Ledger Accounts shall remain property of the Seller and shall not be transferred to Buyer. There shall be no adjustment in the Purchase Price for the Pre-Closing City Ledger Accounts. All accounts payable from the operation of the Hotel prior to the Cutoff Time (the “Pre-Closing Accounts Payable”), shall be paid by Seller and shall not become the obligations of Buyer. There shall be no adjustment to the Purchase Price for the Pre-Closing Accounts Payable. Buyer shall use commercially reasonable efforts to collect the Pre-Closing City Ledger Accounts on behalf of Seller for a period of ninety (90) days from the date of Closing. Collection made by Buyer after the Closing Date shall first be applied to Pre-Closing City Ledger Accounts unless the debtor specifies in writing that the payment is to be applied to a particular invoice or period, in which event the payment shall be applied as designated. Payments for any person or entity may be applied to post closing city ledger accounts only after all Pre-Closing City Ledger Accounts owing from such person are paid. On a weekly basis, Buyer shall (i) provide Seller with a listing of collections made on each of the Pre-Closing City Ledger Accounts and (ii) remit to Seller all amounts paid to Buyer with respect to such accounts.

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          9.2 Closing Statement. Seller shall cause its accounting staff (“Seller’s Accountants”) to make such inventories, examinations and audits of the Hotel Business, and of the books and records of the Hotel Business, as Seller’s Accountants may deem necessary to make the adjustments and prorations and allocations of Purchase Price among the assets being transferred required under this Section 9 or under any other provisions of this Agreement. Buyer or its designated representatives may be present at such inventories, examinations and audits of the Hotel Business. Based upon such audits and inventories, Seller’s Accountants will prepare and deliver to Buyer and Escrow Agent no later than one (1) business day prior to the Closing Date a closing statement (the “Closing Statement”). The Closing Statement shall contain Seller’s best estimate of the amounts of the items requiring the prorations and adjustments in this Agreement and shall be subject to the concurrence therewith of Buyer. The amounts set forth on the Closing Statement shall be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing. The Closing Statement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing Statement, unless within ninety (90) days after receipt by Buyer of the Closing Statement, any party notifies the other that it disputes such Closing Statement and specifies in reasonable detail the items and reasons that it so disputes such Closing Statement. The parties shall attempt to resolve such dispute. If such dispute is not resolved within forty-five (45) days after delivery of the original notice of dispute by Buyer, then the parties shall submit such dispute to an outside accounting firm appointed not later than fifteen (15) days after the expiration of said 45 day period, with the mutual consent of Buyer and Seller or, if the parties cannot agree, two outside accounting firms, one of which shall be appointed by Buyer and one of which shall be appointed by Seller (“Outside Accountants”), and the determination of the Outside Accountants, which shall be made within a period of fifteen (15) days after such submittal by the parties, shall be conclusive. The fees and expenses of the Outside Accountants shall be paid equally by Buyer and Seller. In the event that, at any time within ninety (90) days after the Closing Date, either party discovers any items which should have been included in the Closing Statement but were omitted therefrom, such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statement. The foregoing limitation shall not apply to any item which, by its nature, cannot be finally determined within the period specified.

          9.3 Filing and Closing Deliveries. On the Closing Date, or as soon thereafter as practicable, the Title Company shall file for record any instruments required to be recorded and shall thereupon deliver to each of the parties the funds and documents to which they shall be respectively entitled, together with its escrow statement in triplicate, provided that the Title Company shall then have on hand all funds and documents necessary to complete the within transaction and shall be in a position to and will issue and deliver the Title Policies.

     Section 10. Conditions to Obligations.

          10.1 Conditions to Seller’s Obligations. The obligation of Seller to close the transaction and deliver the documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions (“Seller’s Conditions”) on the Closing Date:

               (a) Buyer’s representations and warranties set forth in Section 6 of this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing as if such representations and warranties were made as of the Closing.

               (b) All covenants, conditions and other obligations under this Agreement that are to be performed or complied with by Buyer shall have been fully performed and complied with in all material respects on or prior to the Closing, including, without limitation, the delivery of the fully executed instruments and documents in accordance with Section 8.3.

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          (c) There shall be no pending Litigation against Buyer or Seller for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal.

          (d) Buyer shall have delivered to Seller a certificate executed by a duly authorized executive officer of Buyer in the form of Exhibit E, stating that the conditions set forth in subsections (a) and (b) of this Section 10.1 have been satisfied.

     Seller’s Conditions are solely for the benefit of Seller and may be waived only by Seller. Any such waiver or waivers shall be in writing and shall be delivered to Buyer.

     10.2 Conditions to Buyer’s Obligations. The obligations of Buyer to make payment of the Purchase Price and other sums provided for herein and to close the transactions contemplated hereby are subject to satisfaction in full of each of the following conditions (“Buyer’s Conditions”) on or before the Closing Date or as otherwise provided in this Agreement:

          (a) Seller’s representations and warranties set forth in Section 5 of this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing as if such representations and warranties were made as of the Closing.

          (b) All covenants, conditions and other obligations under this Agreement that are to be performed or complied with by Seller shall have been fully performed and complied with in all material respects on or prior to the Closing, including, without limitation, the delivery of the fully executed instruments and documents in accordance with Section 8.2.

          (c) There shall be no pending Litigation against Buyer or Seller for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal.

          (d) Seller shall have delivered to Buyer a certificate executed by a duly authorized executive officer of Seller in the form of Exhibit D, to the effect that the conditions set forth in subsections (a) and (b) of this Section 10.2 have been satisfied.

          (e) Buyer shall have received an affidavit to the effect that Seller is not a foreign person for purposes of the withholding provision of Section 1445 of the Internal Revenue Code of 1986 or, to the extent such withholding is required, instructions as to the required withholding.

          (f) Seller shall have caused the Management Agreement and the Percentage Lease for the Hotel to be terminated at no cost to Buyer.

          (g) The Title Company is prepared to issue the Title Policy.

          (h) Buyer shall have received all necessary consents to the assignment of the Ground Lease.

          Buyer’s Conditions are solely for the benefit of Buyer and may be waived only by Buyer. Any such waiver or waivers shall be in writing and shall be delivered to Seller.

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     Section 11. Survival of Representations, Warranties and Covenants; Indemnification.

          11.1 Survival of Representations, Warranties and Covenants. All representations and warranties contained in Sections 5 and 6 of this Agreement shall survive the Closing and continue in for a period of 18 months and any action for a breach of any representation or warranty must be filed and served within 24 months from the date of the recordation of the Deed. Unless otherwise specified in this Agreement, the covenants and agreements contained in this Agreement shall terminate as of the Closing. Any investigation by or on behalf of any party hereto shall not constitute a waiver as to enforcement of any representation, warranty or covenant.

          11.2 Seller’s Indemnification. Seller hereby agrees to indemnify, hold harmless and defend Buyer, its members, directors, officers, employees, agents and representatives from and against any and all loss, damage, claim, cost and expense and any other liability, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs, incurred by Buyer by reason of, or with respect to (i) any inaccuracy in or breach of any of the representations, warranties or agreements made by Seller in this Agreement or the non-performance of any covenant or obligation to be performed by Seller hereunder (including, without limitation, Seller’s timely discharge of the Retained Liabilities); (ii) Seller’s failure to comply with the bulk transfer laws of any state or its misapplication of the proceeds of the Purchase Price in fraud of its creditors; or (iii) any liability imposed upon Buyer as transferee of the business or operations of Seller or the assets being transferred under the Agreement, or otherwise relating to the conduct of the business and operations of Seller or the Hotel Business prior to the Closing, except to the extent such liability has been expressly assumed by Buyer pursuant to Section 2.1 of this Agreement. In no event shall Seller have indemnification obligations under Section 11.2(i) for breaches of any representation or warranty by Seller until Buyer’s indemnifiable losses relating thereto exceed $25,000, and then Seller’s indemnification obligations therefor shall not exceed $250,000 in the aggregate.

          11.3 Buyer’s Indemnification. Buyer hereby agrees to indemnify, hold harmless and defend Seller, its general partner and their respective members, directors, officers, employees, agents and representatives from and against any and all loss, damage, claim, cost and expense and any other liability, including, without limitation, reasonable accountants’ and attorneys’ fees, charges, and costs incurred by Seller by reason of, or with respect to (i) Buyer’s breach of any representations, warranties and covenants of Buyer contained in this Agreement; (ii) Buyer’s failure to duly discharge the Assumed Liabilities from and after the Closing Date; or (iii) any liability imposed upon Seller as a result of Buyer’s conduct of the business and operations of the Hotel Business after the Closing Date. In no event shall Buyer have indemnification obligations under Section 11.3(i) for breaches of any representation or warranty by Buyer until Seller’s indemnifiable losses relating thereto exceed $25,000, and then Buyer’s indemnification obligations therefor shall not exceed $250,000 in the aggregate.

          11.4 Procedure for Indemnification with Respect to Third Party Claims. If a claim by a third party is made against either of the parties hereto, and if either of such parties intends to seek indemnity with respect thereto under this Section 11.4, such party shall promptly notify the other party of such claim. The indemnifying party shall have thirty (30) days after receipt of the above-referenced notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of the indemnified party, such consent not to be unreasonably withheld or delayed) and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that: (i) the indemnifying party shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party; (ii) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party; and (iii) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of

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any loss resulting from such claim and all related expenses incurred by the indemnified party within the limits of this Section 11.4 and Section 11.2 or Section 11.3, as the case may be. As long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such claim, provided that in such event they shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the indemnified party within thirty days after receipt of the indemnified party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying party.

          11.5 Limitations on Indemnification Liability. Notwithstanding anything in this Agreement to the contrary, (i) Seller shall have no liability or obligation to indemnify Buyer or any of its officers, directors, affiliates, assignees or transferors for any breach of any representation, warranty or covenant contained in this Agreement if Buyer had actual knowledge of such breach prior to the Closing; and (ii) Buyer shall have no liability or obligation to indemnify Seller or any of its officers, directors, affiliates, assignees or transferors for any breach of any representation, warranty or covenant contained in this Agreement if Seller had actual knowledge of such breach prior to the Closing.

     Section 12. Termination; Effect of Termination; Remedies.

          12.1 Termination. This Agreement may be terminated as follows: (i) at any time by mutual consent of Buyer and Seller; (ii) by either Buyer or Seller if the Closing shall not have occurred on or before April 30, 2005 (provided, however, that the right to terminate this Agreement under this clause (ii) shall not be available to any party whose failure to fulfill any obligation of this Agreement has been the cause of, or resulted in, the failure of the transaction contemplated by this Agreement to have occurred on or before the aforesaid date, and provided further that such date shall be extended if the closing shall not have occurred because of the failure of the condition described in Section 10.2(e) for as long as the parties are attempting in good faith to resolve the matters described therein); (iii) by Seller if Buyer shall have materially breached any of its covenants herein or if Buyer shall have made a material misrepresentation herein; (iv) by Buyer if Seller shall have materially breached any of its covenants herein or if Seller shall have made a material misrepresentation herein; (v) by Buyer at any time prior to the expiration of any Due Diligence Period if Buyer elects not to proceed with this transaction in accordance with Section 4.3 hereof; or (vi) by either Buyer or Seller if any court of competent jurisdiction or other governmental agency of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transaction contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and non-appealable.

          12.2 Effect of Termination. In the event of termination of this Agreement by Buyer or Seller pursuant to Section 12.1 hereof, notice thereof shall forthwith be given to Seller or Buyer, respectively, and this Agreement shall terminate without any further action by any of the parties hereto. If this Agreement is terminated as provided herein, no party hereto shall have any liability or further obligation to any other party to this Agreement, except that any termination shall be without prejudice to the rights of any party hereto arising out of a breach by the other party of any covenant or agreement contained in this Agreement; provided, however, the provisions of Section 7.7 shall survive such termination. If (a) this Agreement is terminated by Buyer and Seller pursuant to Section 12.1(i), (b) this Agreement is terminated by Buyer or Seller pursuant to Section 12.1(ii), (c) this Agreement is terminated by Buyer or Seller pursuant to Section 12.1(vi), or (d) if Buyer terminates this Agreement pursuant to Section 12.1(iv) or 12.1(v), then the Earnest Money Deposit (and all interest thereon) promptly shall be refunded to Buyer. If Seller terminates this Agreement pursuant to Section 12.1(iii), Seller shall have the remedies set forth in Section 12.3(a).

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          12.3 Remedies.

               (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED BY REASON OF BUYER’S DEFAULT OF ITS OBLIGATION TO PURCHASE THE PROPERTY PURSUANT TO THE TERMS OF THIS AGREEMENT, SELLER SHALL BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT AND SHALL BE ENTITLED TO RECEIVE AND RETAIN THE EARNEST MONEY DEPOSIT AND TO PURSUE ALL OTHER REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY.

               (b) In the event the Closing fails to occur solely because of Seller’s failure to perform Seller’s obligations under this Agreement, Buyer shall have the right as its non-exclusive remedies to (i) request return of the Earnest Money Deposit (and all interest thereon) by written notice sent to the Escrow Agent with a copy thereof to Seller; and (ii) exercise any and all legal and equitable remedies that Buyer may have against Seller, including the right to require that Seller specifically perform its obligations under this Agreement. In such event the Escrow Agent shall return to Buyer the Earnest Money Deposit (and all interest thereon) and any documents and other monies deposited by Buyer.

               (c) In the event Buyer obtains actual knowledge of any breach of Seller’s representations or warranties under Section 5 prior to Closing, Buyer shall give written notice thereof to Seller at or prior to the Closing. Upon receipt of such notice, Seller may elect to extend the Closing for as long as sixty (60) days to enable Seller to attempt to cure the condition that gives rise to such breach or otherwise provide evidence to Buyer that the same does not exist. If Seller either does not elect to extend or, at or prior to the extended Closing, shall be unable to cure such condition or provide such evidence to Buyer, then Buyer shall elect either (a) to terminate this Agreement on account thereof (as provided in Section 12.1) or (b) to close the purchase of the Property and pay the Purchase Price in accordance with the terms of this Agreement, but in the case of an election under clause (b), Buyer shall be entitled to indemnification under Section 11.2(i) on account of such breach subject to the limitations on Seller’s liability under Section 11.2, which limitations shall be applicable to all claims of Buyer for breach in the aggregate, whether made under this Section 12.3(c) or Section 11.1. The provisions of this Section 12.3 shall survive the closing of the purchase of the Property.

     Section 13. Damage or Destruction: Condemnation.

          13.1 Damage or Destruction. If the Property shall, prior to the Closing Date, be damaged or destroyed by fire or any other cause, and the cost of such damage does not exceed $1,000,000 and such damage shall not have been repaired or reconstructed prior to the Closing Date in a good and workmanlike manner to the reasonable satisfaction of Buyer, Buyer shall receive the proceeds of the insurance payable in connection therewith under any insurance policy or policies covering the Property together with a cash payment from Seller in the amount of the deductible, if any, and thereupon remain obligated to perform this Agreement. If the Property shall, prior to the Closing Date, be damaged or destroyed by fire or any other cause, and the cost of such damage exceeds $1,000,000 and such damage shall not have been repaired or reconstructed prior to the Closing Date in a good and workmanlike manner to the reasonable satisfaction of Buyer, Buyer may, at its option, (a) receive the proceeds of the insurance payable in connection therewith under any insurance policy or policies covering the Property together with a cash payment from Seller in the amount of the deductible, if any, and thereupon remain obligated to perform this Agreement, or (b) terminate this Agreement and receive any funds and documents previously deposited, including the Earnest Money Deposit. Upon termination of this Agreement by Buyer pursuant to this Section, neither party shall thereafter be under further liability to the other.

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          13.2 Condemnation. If, prior to the Closing Date, the Property shall be subjected to a partial or total taking by eminent domain or inverse condemnation or for any public or quasi-public use, or if any notice of intent of taking or sale in lieu of taking is received by Seller or Buyer, Buyer shall have the right either to (a) terminate this Agreement by giving written notice of termination to Seller, in which event any funds and documents previously deposited in escrow (including the Earnest Money Deposit and all interest accrued thereon) shall be refunded to the depositing party, and thereafter, Buyer and Seller shall be relieved of all rights and obligations hereunder and this Agreement shall be null and void and of no force or effect, or (b) proceed to close this transaction, in which event Buyer shall be entitled to receive all of the proceeds of such taking. Seller and Buyer each agree to promptly forward to the other any notice of intent received pertaining to a taking of all or a portion of the Property by way of condemnation, eminent domain or similar procedure for a taking of the Property in connection with any public or quasi-public use.

     Section 14. Miscellaneous.

          14.1 Notices. All notices, consents or waivers required or permitted in this Agreement shall be in writing and be deemed to have been duly given (a) when delivered to the recipient personally; (b) 48 hours after being mailed by registered or certified mail, return receipt requested, postage prepaid, addressed to the recipient as set forth below; or (c) upon electronically verified transmission by telecopier, whichever is earlier. A party may change its address for notice by giving notice in the manner described above.

If to Buyer:	Cook Group Incorporated
	750 North Daniels Way
	Bloomington, IN 47404
	Fax: (812) 331-8990
	Attention: Stephen L. Ferguson
With a copy to:	Sommer Barnard Attorneys, PC
	One Indiana Square, Suite 3500
	Indianapolis, IN 46601
	Fax: (317) 713-3500
	Attention: Robert J. Hicks
If to Seller:	Boykin Hotel Properties, L.P.
	Guildhall Building
	45 W. Prospect Ave., Suite 1500
	Cleveland, OH 44115
	Fax: (216) 430-1201
	Attention: Andrew C. Alexander
With a copy to:	Baker & Hostetler LLP
	3200 National City Center
	1900 East Ninth Street
	Cleveland, Ohio 44114-3485
	Fax: (216) 696-0740
	Attention: Ronald A. Stepanovic

          14.2 Entire Agreement. This Agreement, including the Exhibits, Schedules and other documents referred to herein, contains the entire agreement between the parties pertaining to the subject matter hereof and fully supersedes all prior agreements and understandings between the parties pertaining

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to such subject matter. No change in or amendment to this Agreement shall be valid unless set forth in writing and signed by all of the parties hereto.

     14.3 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana pertaining to contracts made and to be performed solely in the State of Indiana.

     14.4 Counterparts. This Agreement may be executed in several counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement.

     14.5 Headings, Gender and Number. The section headings used in this Agreement are intended solely for convenience of reference and shall not amplify, limit, modify or otherwise be used in the interpretation of any provision of this Agreement. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.

     14.6 Binding Agreement; Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. Buyer shall have the right to assign all of its rights and obligations under this Agreement to any entity controlling, controlled by or under common control with Buyer, any other assignment of Buyer’s rights and obligations under this Agreement shall require the prior consent of Seller, which shall not be unreasonably withheld, conditioned or delayed. Seller may not assign this Agreement or any of its rights hereunder without the prior consent of Buyer.

     14.7 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

     14.8 Exhibits and Schedules. References in this Agreement to “Exhibits” refers to the exhibits described in the List of Exhibits attached hereto, all of which are incorporated by reference into this Agreement. References in this Agreement to “Schedules” refers to the schedules described in the List of Schedules attached hereto, all of which are incorporated by reference into this Agreement.

     14.9 Seller’s Knowledge. For purposes of this Agreement, “to Seller’s knowledge,” “known to Seller” and other like phrases shall mean the knowledge of John Lange, general Manager of the Hotel, and Andrew C. Alexander.

[Signature Pages to Follow]

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SELLER : Boykin Hotel Properties, L.P.
By:	Boykin Lodging Company, its general partner
By:	/s/ Robert W. Boykin
Its:	Chief Executive Officer
BUYER: Cook Group Incorporated
By:	/s/ Stephen L. Ferguson
	Stephen L. Ferguson,
	Executive Vice President

S - 1

Acceptance by Escrow Agent

          The undersigned Escrow Agent agrees to act as Escrow Agent in conformance with all of the terms and provisions hereof.

Lawyers Title Insurance Corporation

By

Title

Date

S - 2

LIST OF EXHIBITS TO
HOTEL PURCHASE AGREEMENT

Exhibit	Description
A-1	Legal Description of Real Property
A-2	Legal Description of Hotel
A-3	Limited Warranty Deed
B	General Conveyance, Bill of Sale and Assignment
C	Assignment and Assumption Agreement
D	Officer’s Certificate – Seller
E	Officer’s Certificate – Buyer
F	Open Environmental Matters
G	Initial Title Search
G-1	Objections

EXHIBIT A-1

Legal Description of Real Property

All real property owned by Seller and any and all of its affiliates in Orange County, Indiana. A more detailed description shall be attached upon review and approval of title and survey by Buyer. This description is intended to include the Hotel and all real estate used in connection with the Hotel Business

EXHIBIT A-2

Legal Description of Hotel

French Lick Springs Resort & Spa

8670 West State Road 56

French Lick, IN 47432

EXHIBIT A-3

LIMITED WARRANTY DEED

     THIS INDENTURE WITNESSETH, that BOYKIN HOTEL PROPERTIES, L.P., a(n)                                          limited partnership (“Grantor”), CONVEYS AND WARRANTS to                                                                                 , a(n)                                                             , for the sum of Ten and 00/100 Dollars ($10.00) and other valuable consideration, the receipt of which hereby are acknowledged, the real estate in Orange County, in the State of Indiana, which is legally described on Exhibit “A” attached hereto and by reference made a part hereof (the “Real Estate”), subject to the following:

1.	All easements, restrictions, covenants, licenses, agreements, conditions, liens, encumbrances and other matters identified on Exhibit “B” attached hereto and by reference made a part hereof.
2.	All zoning and land use laws and other applicable ordinances, rules and regulations affecting the Real Estate.
3.	Lien of all real estate taxes not yet due and payable.

The address of the Real Estate is commonly known as 8670 West State Road 56, French Lick, Indiana.

     Grantor represents that the Real Estate is not “property” as defined in Indiana Code 13-11-2-174, and is not, and has not been used as a landfill or dump, and contains no underground storage tanks or toxic or hazardous waste or materials, and that no disclosure statement under Indiana Code 13-25-3-1, et. seq. is required, except as described in that certain Phase I Environmental Site Assessment report prepared by EMG and dated June 16, 2000.

     Grantor is a limited partnership organized under the laws of Ohio, and the entity executing this Deed on behalf of Grantor is the general partner of such limited partnership and Grantor has full capacity to convey the Real Estate and all necessary partnership action for the making of such conveyance has been taken and done.

     Grantor, as its sole warranty hereunder, covenants only against lawful claims of all persons claiming by, through and under Grantor, but not otherwise.

     IN WITNESS WHEREOF, Grantor has caused this Limited Warranty Deed to be executed this                                   day of                                         , 2005.

Boykin Hotel Properties, L.P.,

a(n)                                          limited partnership

By: Boykin Lodging Company

a(n)                                         , its general partner

By:

Printed:

Title:

STATE OF OHIO	)
	) SS:
COUNTY OF CUYAHOGA)

     Before me, a Notary Public in and for said County and State, personally appeared                                                             , the                                          of Boykin Lodging Company, the general partner of Boykin Hotel Properties, L.P., who acknowledged signing and delivering the foregoing Limited Warranty Deed as his/her free and voluntary act and deed.

     Witness my hand and Seal this                      day of                                         , 2005.

My Commission Expires:
My County of Residence:	Notary Public
	Printed Name

Return Deed to:	Erick D. Ponader, Sommer Barnard Attorneys, PC, One Indiana Square, Suite 3500,
	Indianapolis, IN 46204
Send Tax Bills to:	CFC, Inc., P.O. Box 729, Bloomington, IN 47404-3700.

This instrument prepared by Erick D. Ponader, SOMMER BARNARD ATTORNEYS, P.C., One Indiana Square, Suite 3500, Indianapolis, IN 46204

EXHIBIT B

GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT

          KNOW ALL MEN BY THESE PRESENTS, that Boykin Hotel Properties, L.P., an Ohio limited partnership (“Grantor”), for good and valuable consideration received to its full satisfaction from                                                             , a                                                              (“Grantee”), pursuant to the Hotel Purchase Agreement dated                                         , 2005 (the “Agreement”), by and between Grantor and Grantee, does hereby convey, sell, transfer, assign and deliver to Grantee, its successors and assigns, all right, title and interest of Grantor in and to the Property, other than the Real Property (as each term is defined in the Agreement), free and clear of any and all liens, claims, restrictions, security interests, charges and encumbrances of any nature whatsoever, except as disclosed in the Schedules to the Agreement,

          TO HAVE AND TO HOLD the same, unto Grantee, its successors and assigns forever.

          This General Conveyance, Bill of Sale and Assignment is being delivered subject to and pursuant to the terms and conditions of the Agreement.

          This General Conveyance, Bill of Sale and Assignment shall be subject to and construed and enforced in accordance with the laws of the State of Indiana.

          Grantor shall from and after the date hereof, upon the reasonable request of Grantee, execute and deliver such other documents as Grantee may reasonably request to obtain the full benefit of this General Conveyance, Bill of Sale and Assignment.

          Terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

          IN WITNESS WHEREOF, Grantor has caused this General Conveyance, Bill of Sale and Assignment to be executed as of the                      day of                                          2005.

GRANTOR: Boykin Hotel Properties, L.P.

By: Boykin Lodging Company, its general partner

By:

Its:

EXHIBIT C

ASSIGNMENT AND ASSUMPTION
OF THE CONTRACTS, TENANT LEASES AND PERSONAL PROPERTY LEASES

          THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into this                      day of                                          2005, by and between Boykin Hotel Properties, L.P. (“Assignor”), and                                                                                 , a                                                                                  (& #147;Assignee”).

W I T N E S S E T H:

          WHEREAS, Assignor and Assignee are parties to a Hotel Purchase Agreement (the “Purchase Agreement”) dated                                         , 2005, providing, among other things, for the assignment by Assignor to Assignee of all of Assignor’s right, title and interest in and to the Contracts, Tenant Leases and Personal Property Leases (as such terms are defined in the Purchase Agreement) and the assumption by Assignee of certain of Assignor’s liabilities and obligations under the Contracts, Tenant Leases and Personal Property Leases as set forth in the Purchase Agreement; and

          WHEREAS, the parties hereto desire to provide for the assignment of such right, title and interest and the assumption of such liabilities and obligations in accordance with the terms of the Purchase Agreement;

          NOW, THEREFORE, in consideration of the foregoing premises and satisfaction of their respective obligations under the Purchase Agreement, the parties hereto hereby agree as follows:

          1. Assignment. Assignor does hereby convey, sell, transfer, assign and deliver unto Assignee, its successors and assigns forever, all of its right, title and interest in and to the Contracts, Tenant Leases and Personal Property Leases, free and clear of any and all liens, claims, restrictions, security interests, charges and encumbrances of any nature whatsoever, except as set forth within such Contracts, Tenant Leases and Personal Property Leases.

          2. Assumption. Assignee hereby assumes and agrees to satisfy and perform the liabilities and obligations of Assignor arising under the Contracts, Tenant Leases and Personal Property Leases to the extent such liabilities and obligations arise or are incurred and are first required to be performed after the Closing Date; provided, however, in no event shall this assumption include any assumption of any Retained Liabilities.

          3. Further Assurances. Each party hereto shall from and after the date hereof, upon the reasonable request of any other party hereto, execute and deliver such other documents as such other party may reasonably request to obtain the full benefit of this Assignment and Assumption Agreement.

          4. Governing Law. This Assignment and Assumption Agreement shall be subject to, and construed and enforced in accordance with, the laws of the State of Indiana.

          5. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement.

          IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption Agreement as of the date first written above.

ASSIGNOR: Boykin Hotel Properties, L.P.
By: Boykin Lodging Company, its general partner
By:
Its:
ASSIGNEE:	, a
By:

EXHIBIT D

OFFICER’S CERTIFICATE
(Seller)

          I, Richard C. Conti, the President of Boykin Lodging Company, an Ohio corporation, which is the general partner of Boykin Hotel Properties, L.P., an Ohio limited partnership, do hereby certify, pursuant to Section 10.2(d) of that certain Hotel Purchase Agreement dated                                                             , 2005 (the “Purchase Agreement”), by and between Seller and                                                             , a                                          that:

          1. Each of the representations and warranties of Seller contained in the Purchase Agreement was true and correct in all material respects when made and is true and correct in all material respects on and as of the date hereof.

          2. Seller has in all material respects complied with or fully performed, as the case may be, all covenants and agreements required by the Purchase Agreement to be performed or complied with by it on or prior to the Closing, including, without limitation, the delivery of the fully executed instruments and documents in accordance with Section 8.2 of the Purchase Agreement.

          3. Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed thereto in the Purchase Agreement.

          IN WITNESS WHEREOF, we have executed this Certificate as of the                      day of                                          2005.

Richard C. Conti

EXHIBIT E

CERTIFICATE
(Buyer)

          I,                                                                                 , the                                                              of                                                               (“Buyer”), do hereby certify, pursuant to Section 10.1(d) of that certain Hotel Purchase Agreement dated                                         , 2005 the “Purchase Agreement”), by and between Buyer and Boykin Hotel Properties, L.P., that:

          1. Each of the representations and warranties of Buyer contained in the Purchase Agreement was true and correct in all material respects when made and is true and correct in all material respects on and as of the date hereof.

          2. Buyer has in all material respects complied with or fully performed, as the case may be, all covenants and agreements required by the Purchase Agreement to be performed or complied with by it on or prior to the Closing, including, without limitation, the delivery of the fully executed instruments and documents in accordance with Section 8.3 of the Purchase Agreement.

          3. Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed thereto in the Purchase Agreement.

          IN WITNESS WHEREOF, we have executed this Certificate as of the                      day of                                          2005.

EXHIBIT F

OPEN ENVIRONMENTAL MATTERS

The dry well located at the Hills Golf Course storage shed and related subsurface investigation, as described in Section 6.3 of the Environmental Report.

The sump and the sludge contained in the sump and associated lagoon, as described in Section 6.3 of the Environmental Report.

Underground Storage Tanks (“UST”), including, without limitation, the two 20,000 gallon diesel fuel UST’s and related subsurface investigation, as described in Section 6.9 of the Environmental Report.

EXHIBIT G

INITIAL TITLE SEARCH

[See Attached]

EXHIBIT G-1

OBJECTIONS

Items 1 through 5 of the General Exceptions
Items 1 through 4 of the Special Exceptions
Items 30 and 34 of the Special Exceptions
Items 47 through 56 of the Special Exceptions

ASSIGNMENT AND ASSUMPTION AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), made as of the 7th day of April 2005, between Cook Group Incorporated, an Indiana corporation (the “Assignor”), and CGA Enterprises Indiana, LLC, a Delaware limited liability company (the “Assignee”).

WITNESSETH THAT:

     WHEREAS, Assignor and Boykin Hotel Properties, L.P. are parties to that certain Hotel Purchase Agreement, dated March 16, 2005 (the “HPA”);

     WHEREAS, pursuant to Section 14.6 of the HPA, Assignor has the ability to assign all of its rights and obligations under the HPA to an entity controlled by or under common control with Assignor; and

     WHEREAS, Assignor desires to assign and transfer, and Assignee desires to accept and assume, all of Assignor’s right, title, interest and obligations in and under the HPA to Assignee upon the terms and subject to the conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing premises, the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Assignment and Assumption. Assignor hereby assigns all of its right, title, interest and obligations in and under the HPA to Assignee, and Assignee hereby assumes and accepts such assignment and agrees to perform any and all of Assignor’s obligations under the HPA.

     2. Amendment; Severability. Any amendments or modifications to this Agreement, in order to be effective, must be in writing and executed by all parties hereto. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Agreement to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances.

     3. Binding Effect. This Agreement shall bind the parties hereto and their permitted successors and assigns.

     4. Governing Law. This Agreement will be governed by the laws of the State of Indiana without regard to its conflicts of laws principles.

     5. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery by a party of executed counterparts of this Agreement by facsimile shall constitute execution and delivery of such counterpart to the same extent as if such counterpart were executed and delivered personally by such party.

     IN WITNESS WHEREOF, this Agreement is made as of the date first set forth above.

COOK GROUP INCORPORATED
By:
	Stephen L. Ferguson,
	Executive Vice President
CGA ENTERPRISES INDIANA, LLC
By:
	Stephen L. Ferguson, Manager