8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): May 19, 2006

Boykin Lodging Company

(Exact Name of Registrant as Specified in its Charter)

Ohio	001-11975	34-1824586
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification Number)
Incorporation)

Guildhall Building, Suite 1500, 45 W. Prospect Avenue, Cleveland, Ohio	44115
(Address of Principal Executive Offices)	(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1	REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
	Boykin Lodging Company, an Ohio corporation (the “Company”), and Boykin Hotel Properties, L.P., an Ohio limited partnership of which the Company is the general partner (the “Partnership”), have entered into an Agreement and Plan of Merger, dated May 19, 2006 (the “Merger Agreement”), with Braveheart Investors LP, a Delaware limited partnership (“Parent”), Braveheart II Realty (Ohio) Corp., an Ohio corporation and a wholly owned subsidiary of Parent (“REIT Merger Sub”), Braveheart II Properties Holding LLC, a Delaware limited liability company (“OP Holdco”), and Braveheart II Properties Company LLC, an Ohio limited liability company and an indirectly wholly owned subsidiary of Parent (“OP Merger Sub”), pursuant to which OP Merger Sub will merge with and into the Partnership (the “OP Merger”), with the Partnership surviving as the surviving limited partnership and REIT Merger Sub will merge with and into the Company (the “REIT Merger”), with the Company continuing as the surviving corporation (hereinafter sometimes referred to as the “Surviving Corporation”). Parent, REIT Merger Sub, OP Holdco and OP Merger Sub (the “Purchaser Parties”) are affiliates of Westmont Hospitality Group and Cadim Inc., a division of Caisse de dépôt et placement du Québec.
	Pursuant to the Merger Agreement, at the effective time of the REIT Merger and the OP Merger (the “Mergers”), each outstanding common share of the Company and each unit of limited partnership interest in the Partnership for which a notice of redemption has been received prior to the effective time of the OP Merger, respectively, will be converted, pursuant to a formula, into the right to receive $11.00, less the amount of any dividends or distributions paid by the Company or the Partnership, respectively, on outstanding common shares or limited partnership units prior to closing. Each outstanding depositary share, representing a 1/10 fractional interest in a share of the Company’s 10-1/2% Class A Cumulative Preferred Shares, Series 2002-A will be converted into the right to receive a cash payment of $25.00 (plus all accrued and unpaid dividends, whether or not declared). The Company, the Partnership and the Purchaser Parties have made customary representations, warranties and covenants in the Merger Agreement, including, among others, the Company and the Partnership making covenants not to solicit alternative transactions or, subject to certain exceptions, participate in discussions relating to an alternative transaction or furnish non-public information relating to an alternative transaction.
	Holders of common shares of the Company will be asked to vote on the proposed transaction at a special meeting that will be held on a date to be announced. The Mergers are conditioned, among other things, on the adoption of the Merger Agreement by the common shareholders of the Company. Availability of financing for the Mergers is not a condition to the Purchaser Parties’ obligations to close.
	The Merger Agreement contains certain customary termination rights for both Parent, on the one hand, and the Company, on the other. In addition, if, prior to May 26, 2006 the purchaser of the Radisson Suite Beach Resort – Marco Island (the “Marco Purchaser”) has not made an additional non-refundable $3.0 million deposit into escrow, Parent has the right to deliver a notice of termination of the Merger Agreement on or prior to June 8, 2006 and, if Parent does not deliver such notice, Parent will remain obligated under the terms and subject to the conditions of the Merger Agreement. In the event Parent delivers a termination notice to the Company, the Company may either (a) accept such notice, in which case the Merger Agreement will terminate or (b) seek to enter into an agreement or make other arrangement for the sale or other disposition of the hotel no later than July 7, 2006. If the Company enters into such an agreement or arrangement within such time period, the parties are required to negotiate in good faith for a period of five days (however, in no event extending beyond July 12, 2006) concerning any change in the terms of the Merger Agreement based on the terms of such new agreement or arrangement. If the Company and Parent are unable to agree on the change in the terms of the Merger Agreement, the Merger Agreement will terminate. If the Marco Purchaser makes the additional deposit or completes the purchase of the hotel pursuant to the terms of the agreement with respect to that purchase prior to termination of the Merger Agreement, then Parent’s right to terminate will automatically cease or be rescinded.
	If the Merger Agreement is terminated as a result of the failure of the Marco Purchaser to make the additional $3.0 million deposit, the Company must pay Parent’s expenses related to the transaction (not to exceed $2.0 million in the aggregate). If the Merger Agreement is terminated because the shareholder approval is not obtained or by Parent following a breach of the Merger Agreement by the Company or the Partnership that is not cured within 30 days following notice thereof, the Company must pay Parent’s expenses related to the transactions (not to exceed $3.5 million). If the Merger Agreement is terminated pursuant to certain other customary termination provisions, the Company will be required to pay a fee of $8.0 million to Parent, less the amount of any reimbursed expenses.
	Pursuant to an Agreement and Guaranty, Westbridge Hospitality Management Limited, as general partner of Westbridge Hospitality Fund, L.P. (“Westbridge”), has agreed to make a capital call to its partners in order to complete the transactions contemplated by the Merger Agreement and Westbridge has guaranteed, up to

	$135.0 million, Parent’s obligations under the Merger Agreement. Westbridge is permitted to replace the guarantee with a $50.0 million, irrevocable unconditional standby letter of credit in favor of the Company.
	In connection with the execution of the Merger Agreement, the Company amended its Shareholder Rights Agreement, dated as of May 25, 1999, between the Company and National City Bank, as amended (the “Rights Agreement”), to ensure that the rights are not triggered by the Mergers and will expire immediately prior to the effective time of the REIT Merger. The Merger Agreement also prohibits the Company from making any other amendment to its Rights Agreement without Parent’s consent.
	In connection with the Mergers, the Third Amended and Restated Agreement of Limited Partnership of the Partnership was amended to provide that the general partner may enter into an agreement, such as the Merger Agreement, without the consent of the limited partners even if limited partners may receive less merger consideration than a holder of a common share, so long as the difference in merger consideration is solely a result of the intercompany note between the Partnership and the Company. The Partnership Agreement was also amended to permit limited partners to deliver a conditional notice of redemption of common units, with the condition being the effectiveness of the Mergers. The Partnership Agreement was further amended to provide that the redemption date in such notice of redemption may be the closing date under the Merger Agreement, rather than the tenth business day after the Company receives the notice of redemption, and to clarify that a limited partner who delivers a conditional notice of redemption in contemplation of the Mergers will be entitled to receive any distribution made by the Partnership to its partners in order to enable the Company to pay the pre-closing dividend with respect to the common shares previously discussed.
	The Merger Agreement prohibits the Company from issuing additional units under the Directors’ Compensation Plan. As a result, the plan was amended to provide that no additional units will be credited to accounts under the plan following signing of the Merger Agreement. The plan was also amended to provide for termination of the plan at closing and the pay out of the value of accounts under the plan at such time, with the value of a unit being equal to the merger consideration payable with respect to a common share at closing plus any pre-closing dividend on the common shares. In addition, the plan was amended to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended.
	Contemporaneously with the execution of the Merger Agreement, the Company entered into agreements to sell its interests in the Pink Shell Beach Resort & Spa and the Banana Bay Resort & Marina – Marathon to entities (the “Boykin Entities”) controlled by Robert W. Boykin, the Chairman and Chief Executive Officer of the Company. The total purchase price for these interests is approximately $14.6 million, and will be adjusted based upon the additional capital investment and other cash flows of such interests from April 1, 2006 through the actual closing date. The closing of the sales to the Boykin Entities is contingent upon the satisfaction of the conditions to the closing of the Mergers.
	The foregoing descriptions of the agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the respective agreements, which are filed as Exhibits 2.1, 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5 hereto, and are incorporated herein by reference.
	Parent, Boykin Management Company Limited Liability Company (“BMC”), an entity controlled by Mr. Boykin, and Mr. Boykin have entered into a letter agreement which provides that the management agreements between the Company and BMC will terminate at the effective time of the Mergers, without the provision of 90 days prior notice as required by the terms of the management agreements or the payment of fees for such period. The letter agreement also provides for the mutual release of certain obligations under the management agreements. As part of the agreement, Parent will cause the Company to transfer certain assets to BMC after the effective time of the Mergers. The letter agreement further provides for certain changes to the non-competition provisions of Mr. Boykin’s employment agreement after the effective time of the Mergers. The letter agreement will terminate if the Merger Agreement is terminated.
SECTION 8	OTHER EVENTS.
ITEM 8.01	OTHER EVENTS.
	On May 22, 2006, the Company issued a press release announcing the proposed transaction, which is furnished as Exhibit 99.1 hereto.

CAUTIONARY STATEMENTS

     The Merger Agreement and related agreements have been included in this report to provide investors with information regarding their terms. Except for their status as the contractual documents that establish and govern the legal relations among the parties thereto with respect to the transactions described in this report, the agreements are not intended to be a source of factual, business or operational information about the parties thereto.

     The representations, warranties, covenants and agreements made by the parties to the agreements are made as of specific dates and are qualified and limited, including by information in disclosure schedules that the parties exchanged in connection with the execution of such agreements. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to shareholders. Representations and warranties may be used as a tool to allocate risks between the parties to the agreements, including where the parties do not have complete knowledge of all facts. Investors are not third-party beneficiaries under the agreements and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Partnership or any of their respective affiliates.

     This report is being made in respect of a proposed merger transaction involving the Company and affiliates of the Purchaser Parties. In connection with the transaction, the Company will file with the SEC a proxy statement on Schedule 14A and other documents

concerning the proposed transaction as soon as practicable. Before making any voting or investment decision, shareholders are urged to read these documents carefully and in their entirety when they become available because they will contain important information about the proposed transaction.

     The final proxy statement will be mailed to the Company’s shareholders. In addition, the proxy statement and other documents will be available free of charge at the SEC’s Internet Web site, www.sec.gov. When available, the proxy statement and other pertinent documents also may be obtained for free at the Company’s web site, www.boykinlodging.com.

     The Company and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s shareholders with respect to the REIT Merger. Information regarding the Company’s executive officers and directors is set forth in the Company’s proxy statement filed with the SEC on April 25, 2006. More detailed information regarding the identity of potential participants, and their direct or indirect interest, by securities, holdings or otherwise, will be set forth in the proxy statement and other material to be filed with the SEC in connection with the proposed transaction.

SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits

2.1	Agreement and Plan of Merger
4.1	Second Amendment to Shareholder Rights Agreement
10.1	First Amendment to Third Amended and Restated Agreement of Limited Partnership of Boykin Hotel Properties, L.P.
10.2	Directors’ Deferred Compensation Plan (As Amended and Restated Effective May 19, 2006)
10.3	Limited Liability Company Interests and Asset Purchase Agreement related to the Pink Shell Beach Resort & Spa
10.4	Limited Liability Company Interests Purchase Agreement related to Marathon Partners Manager LLC
10.5	Agreement and Guaranty by Westbridge Hospitality Management Limited, as general partner of Westbridge Hospitality Fund, L.P., in favor of the Company
99.1	Boykin Lodging Company press release announcing proposed transactions dated May 22, 2006.

SIGNATURE

     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 hereunto duly authorized.

Boykin Lodging Company
By:	/s/ Shereen P. Jones
	Shereen P. Jones
	Executive Vice President, Chief Financial and Investment Officer

Dated: May 22, 2006

EX-2.1

Exhibit 2.1
EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

among

BRAVEHEART INVESTORS LP,

BRAVEHEART II REALTY (OHIO) CORP.,

BRAVEHEART II PROPERTIES HOLDING LLC,

BRAVEHEART II PROPERTIES COMPANY LLC,

BOYKIN LODGING COMPANY

and

BOYKIN HOTEL PROPERTIES, L.P.

May 19, 2006

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
ARTICLE II THE MERGERS		11
2.1 The OP Merger		11
2.2 The REIT Merger		11
2.3 Effects of the Mergers		11
2.4 Surviving Partnership of the OP Merger		11
2.5 Surviving Corporation of the REIT Merger		11
2.6 Conversion of Interests upon OP Merger		12
2.7 Conversion of Shares upon REIT Merger		13
2.8 Adjustments to Merger Consideration		14
2.9 Payment Procedure		14
2.10 The Closing; Effective Time		16
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTIES		17
3.1 Representations and Warranties of the Company		17
3.2 Representations and Warranties of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub		30
ARTICLE IV COVENANTS OF THE PARTIES		33
4.1 Mutual Covenants		33
4.2 Covenants of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub		34
4.3 Covenants of the Company		36
ARTICLE V CONDITIONS PRECEDENT TO THE MERGERS		46
5.1 Mutual Conditions		46
5.2 Additional Conditions to Obligations of the Company and the Partnership		46
5.3 Additional Conditions to Obligations of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub		47
ARTICLE VI TERMINATION		48
6.1 Termination of Agreement		48
6.2 Marco Agreement		49
6.3 Effect of Termination		50
ARTICLE VII MISCELLANEOUS		51
7.1 Survival		51
7.2 Press Releases and Announcements		51

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TABLE OF CONTENTS
(continued)

	Page
7.3 Entire Agreement		51
7.4 Succession and Assignment		51
7.5 Third-Party Beneficiaries		51
7.6 Counterparts		51
7.7 Headings		52
7.8 Notices		52
7.9 Governing Law		52
7.10 Consent to Jurisdiction; Venue		52
7.11 Amendments and Waivers		53
7.12 Severability		53
7.13 Expenses		53
7.14 Construction		53

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AGREEMENT AND PLAN OF MERGER

     This Agreement and Plan of Merger (this “Agreement”) is entered into as of May 19, 2006, by and among BRAVEHEART INVESTORS LP, a Delaware limited partnership (“Parent”), BRAVEHEART II REALTY (OHIO) CORP., an Ohio corporation and a wholly owned Subsidiary of Parent (“REIT Merger Sub”), BRAVEHEART II PROPERTIES HOLDING LLC, a Delaware limited liability company (“OP Holdco”), BRAVEHEART II PROPERTIES COMPANY LLC, an Ohio limited liability company and an indirectly wholly owned Subsidiary of Parent (“OP Merger Sub”), BOYKIN LODGING COMPANY, an Ohio corporation (the “Company”), and BOYKIN HOTEL PROPERTIES, L.P., an Ohio limited partnership (the “Partnership”). Parent, REIT Merger Sub, OP Holdco, OP Merger Sub, the Company and the Partnership are referred to collectively herein as the “Parties,” and each individually as a “Party.”

RECITALS

     A. The Managers of Parent and the Board of Directors of REIT Merger Sub have determined that the acquisition of the Company, other than the Excluded Assets (which Parent and REIT Merger Sub do not desire to acquire), pursuant to a cash merger of REIT Merger Sub into the Company is desirable and, by resolutions duly adopted, have approved and adopted this Agreement.

     B. The Board of Directors of the Company has determined that the cash merger of the REIT Merger Sub into the Company is desirable, and, by resolutions duly adopted, have approved and adopted this Agreement.

     C. The Company, as General Partner of the Partnership, and REIT Merger Sub, as managing member of OP Merger Sub, have determined that the acquisition of the Partnership by Parent pursuant to a cash merger of OP Merger Sub into the Partnership is desirable and have approved and adopted this Agreement.

     D. The Parties desire to make certain representations, warranties, covenants and agreements in connection with the aforementioned mergers and also to prescribe various conditions to the aforementioned mergers.

ARTICLE I

DEFINITIONS

     “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations of the SEC promulgated under the Exchange Act.

     “Aggregate Common Share Merger Consideration” means the Aggregate Company Merger Consideration less the Aggregate Limited Partner Merger Consideration, if any.

     “Aggregate Company Merger Consideration” means (i) $11.00 less the REIT Dividend Per Share Amount multiplied by (ii) the number of Common Share Equivalents.

     “Aggregate Limited Partner Merger Consideration” means the Common Unit Merger Consideration multiplied by the number of Common Units held by Limited Partners outstanding immediately prior to the Effective Time as to which a Redemption Notice has not been delivered.

     “Agreement” has the meaning set forth in the first paragraph of this Agreement.

     “Bellboy” means Bellboy, Inc., a Delaware corporation.

     “BMC” means Boykin Management Company Limited Liability Company, an Ohio limited liability company.

     “Closing” has the meaning set forth in Section 2.10.

     “Closing Agreement” has the meaning set forth in Section 3.1(n)(ix).

     “Closing Date” has the meaning set forth in Section 2.10.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Commitment Letter” has the meaning set forth in Section 3.2(d).

     “Common Share” means a common share, without par value, of the Company, together with the Company Right related thereto.

     “Common Shareholder” means a Person who or which is the holder of record of a Common Share.

     “Common Share Equivalents” means (i) the number of Common Shares (whether or not restricted) outstanding immediately prior to the Effective Time (other than Parent-Owned Shares and Treasury Shares) on a fully-diluted basis, treating each Share Unit outstanding immediately prior to the Effective Time as a Common Share but without including any Common Shares issuable upon exercise of any Incentive Options plus (ii) the number of Common Shares that could be issued to Limited Partners assuming that Redemption Notices have been delivered with respect to all Common Units outstanding immediately prior to the Effective Time.

     “Common Share Merger Consideration” means the quotient of (i) the Aggregate Common Share Merger Consideration divided by (ii) the number of Fully-diluted Common Shares.

     “Common Unit” means a Common Partnership Unit of the Partnership.

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     “Common Unit Merger Consideration” means the quotient of (i) the Hypothetical Aggregate Partnership Merger Consideration divided by (ii) the number of Fully-diluted Common Units.

     “Company” has the meaning set forth in the first paragraph of this Agreement.

     “Company Articles” means the Amended and Restated Articles of Incorporation, as amended, of the Company as of the date of this Agreement as filed with the Secretary of State of Ohio.

     “Company Permits” has the meaning set forth in Section 3.1(o).

     “Company Property” has the meaning set forth in Section 3.1(p)(i).

     “Company Regulations” means the Code of Regulations of the Company as of the date of this Agreement.

     “Company Rights” has the meaning set forth in Section 3.1(e).

     “Company Shareholder Approval” has the meaning set forth in Section 3.1(u).

     “Company Superior Proposal” means a Company Takeover Proposal that the Company’s Board of Directors determines in good faith, after consultation with counsel and a financial advisor of nationally recognized reputation, taking into account all relevant material terms (including, without limitation, financial terms, timing, ability to finance and likelihood of completion), of such Company Takeover Proposal and this Agreement, is more favorable to the shareholders of the Company and the Limited Partners than the Mergers and the other transactions contemplated by this Agreement.

     “Company Takeover Proposal” means any inquiry, proposal or offer from any Person relating to any (i) direct or indirect acquisition or purchase of a business or assets (other than the Excluded Assets) that constitutes 20% or more of the net revenues, net income or the assets (other than the Excluded Assets) of the Company and its Subsidiaries on a consolidated basis, (ii) direct or indirect acquisition or purchase of 20% or more of any class of equity securities of the Company or the Partnership, (iii) tender offer or exchange offer that if consummated would result in any Person or “group” (as such term is used in Rule 13d-5 under the Exchange Act) beneficially owning (as determined in accordance with Rule 13d-3 under the Exchange Act) 20% or more of any class of equity securities of the Company or the Partnership or the right to acquire such beneficial ownership or (iv) merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or the Partnership; provided, however, that the term “Company Takeover Proposal” shall not include the transactions contemplated by this Agreement.

     “Confidentiality Agreement” has the meaning set forth in Section 4.3(c).

     “Debt Financing” has the meaning set forth in Section 3.2(d).

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     “Deposit Agreement” has the meaning set forth in Section 2.9(c).

     “Depositary” has the meaning set forth in Section 2.9(c).

     “Disclosure Schedule” has the meaning set forth in Section 3.1.

     “Dissenting Share” means a Common Share held of record by a Common Shareholder who has properly exercised dissenters’ rights under the OGCL; provided, however, that if such Common Shareholder for any reason fails to perfect such dissenters’ rights, such Common Shareholder’s Common Shares shall cease to constitute Dissenting Shares.

     “Effective Time” has the meaning set forth in Section 2.10.

     “Employee Benefit Plans” has the meaning set forth in Section 3.1(m).

     “Environmental Law” has the meaning set forth in Section 3.1(p)(viii).

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Excluded Assets” means (i) the Excluded Properties, (ii) all of the equity interests in Captiva Villas Development, LLC, a Delaware limited liability company, and (iii) all of the equity interests in Marathon Partners Manager LLC, a Delaware limited liability company.

     “Excluded Properties” means all of the interest of the Company and each of its Subsidiaries in respect of each of the following properties (including, with respect thereto, all real property, improvements, equipment, inventory, personal property and other assets located at such properties): (i) the Marco Hotel, (ii) the Pink Shell Beach Resort and (iii) the Banana Bay Resort and Marina located in Marathon, Florida.

     “Excluded Property Contracts” means (i) the Limited Liability Company Interests Purchase Agreement, dated as of the date hereof, by and among BellBoy, New Banana Bay LLC, a Delaware limited liability company, and JABO LLC, a Delaware limited liability company, (ii) the Limited Liability Company Interests and Asset Purchase Agreement, dated as of the date hereof, by and among the Partnership, Sanibel View Development, LLC, a Delaware limited liability company, White Sand Villas Development, LLC, a Delaware limited liability company, BeachBoy, LLC, a Delaware limited liability company, Pink Shell Realty, LLC, a Delaware limited liability company, and BellBoy, as sellers, and New Pink Shell LLC, a Delaware limited liability company, and JABO LLC, a Delaware limited liability company, and (iii) the Marco Agreement.

     “Expenses” has the meaning set forth in Section 6.3.

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     “Financing” has the meaning set forth in Section 4.3(i).

     “Fully-diluted Common Shares” means the number of Common Shares (whether or not restricted) outstanding immediately prior to the Effective Time (other than Parent-Owned Shares and Treasury Shares) on a fully-diluted basis, treating each Share Unit outstanding immediately prior to the Effective Time as a Common Share, and including the number of Common Units as to which a Redemption Notice has been delivered.

     “Fully-diluted Common Units” means the sum of (i) the number of Common Units held by the Limited Partners and the General Partner outstanding immediately prior to the Effective Time plus (ii) the number of Share Units outstanding immediately prior to the Effective Time.

     “GAAP” has the meaning set forth in Section 3.1(g)(i).

     “General Partner” has the meaning set forth in the Partnership Agreement.

     “Governmental Entity” has the meaning set forth in Section 3.1(j).

     “Guaranty” means the Agreement and Guaranty, dated as of the date hereof, by Guarantor in favor of the Company.

     “Guarantor” means Westbridge Hospitality Management Limited, a Bermuda company, as general partner of Westbridge Hospitality Fund, L.P., a Bermuda exempted limited partnership.

     “Hazardous Materials” has the meaning set forth in Section 3.1(p)(ix).

     “Hypothetical Aggregate Partnership Merger Consideration” means (i) the Aggregate Company Merger Consideration less (ii) the outstanding principal amount immediately prior to the Effective Time (plus all accrued but unpaid interest existing immediately prior to the Effective Time) of the Intercompany Note.

     “Incentive Options” has the meaning set forth in Section 3.1(e).

     “Indemnified Party” has the meaning set forth in Section 4.2(a)(i).

     “Intercompany Note” means the Second Amended and Restated Convertible Promissory Note, dated November 4, 2001, from the Partnership to the Company.

     “In the Money Options” means Incentive Options with an exercise price of less than $11.00 per Common Share outstanding immediately prior to the REIT Effective Time.

     “Knowledge of the Company” means the actual knowledge without any duty of investigation of Robert Boykin, Chairman and Chief Executive Officer, Richard C. Conti, President and Chief Operating Officer, Shereen P. Jones, Executive Vice President, Chief

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Financial Officer and Chief Investment Officer, Andrew C. Alexander, Senior Vice President, General Counsel and Secretary, Russ C. Valentine, Senior Vice President – Acquisitions, Julie Richter, Vice President/Controller of the Company, and Michael J. McGuire, Director of Project Management.

     “Liens” means mortgages, pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever, rights of first refusal or offer and options.

     “Limited Partners” has the meaning set forth in Section 2.9(d).

     “Long-Term Incentive Plan” means the Boykin Lodging Company Long-Term Incentive Plan.

     “Losses” has the meaning set forth in Section 4.2(a)(ii).

     “Marco Agreement” has the meaning set forth in Section 6.2(a).

     “Marco Hotel” has the meaning set forth in Section 6.2(a).

     “Marco Purchaser” has the meaning set forth in Section 6.2(a).

     “Marco Termination Notice” has the meaning set forth in Section 6.2(a).

     “Material Adverse Effect” means a material adverse effect on the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or a material adverse effect on the ability of the Company or the Partnership, or REIT Merger Sub, Parent, OP Holdco or OP Merger Sub, to consummate the transactions contemplated hereby or an occurrence or change in circumstances that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; provided, however, that a Material Adverse Effect shall not include any change in or effect upon the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, directly or indirectly arising out of or attributable to or that is a consequence of (i) general economic changes, (ii) changes in the United States financial markets generally, (iii) changes in national or international political or social conditions including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon or within the United States, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (iv) any change, in and of itself, in the price or trading volume of the Common Shares or the Series 2002 A Preferred Shares, (v) the failure, in and of itself, of the Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement, (vi) the loss by the Company or any of its Subsidiaries of any of its customers, suppliers, franchisors or employees solely as a result of the transactions contemplated hereby, (vii) changes or losses arising as a result of weather or natural disaster, (viii) seasonal fluctuations in the business and operations of the Company and its Subsidiaries, (ix) any change, liability or adverse effect disclosed in or specifically contemplated by this Agreement or the

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Disclosure Schedule, (x) changes arising as a result of the public announcement of this Agreement or the transactions contemplated hereby, or (xi) any action or change specifically contemplated by the provisions of this Agreement.

     “Material Contract” means, with respect to the Company, the Partnership or any of the Subsidiaries: (i) any loan agreement, indenture, note, bond, debenture or other document or agreement evidencing a capitalized lease obligation or other indebtedness to any Person in a principal amount greater than or equal to $500,000, (ii) each brokerage agreement, management agreement, hotel franchise agreement and ground lease or other real property lease with respect to each Company Property, (iii) any agreement that grants any option, right of first or last refusal or right of first or last offer or similar right to acquire any real property assets or other material assets of the Company or its Subsidiaries or that limits or purports to limit, in any material manner, the ability of the Company, or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business, (iv) any employment agreement or any agreement or arrangement that contains any severance pay or post-employment liabilities or obligations to any current employee of the Company or any of its Subsidiaries, other than as required under law, (v) any non-competition agreement or other contract or agreement that contains covenants that restrict the Company’s or any Subsidiary’s ability to (A) operate a hotel or (B) conduct activities incident thereto except, in the case of this clause (B), as would not have a Material Adverse Effect, (vi) any other agreement filed on or prior to the date of this Agreement as an exhibit to the SEC Documents pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (vii) any license or other contract with respect to the name or marks under which the Company Properties are operated; (viii) any contract pursuant to which the Company or any of its Subsidiaries has any material contractual liability for indemnification or otherwise under any agreement relating to the sale or lease of real estate or to pay additional purchase price for any of the Company Properties or any other contracts pursuant to which the Company has indemnification obligations that could reasonably be expected to exceed $500,000; (ix) with the exception of any directly or indirectly wholly owned Subsidiaries, any partnership, limited liability company, joint venture or similar contract or arrangement with respect to ownership or governance of any Subsidiary or other entity in which the Company or the Partnership has a direct or indirect interest; (x) any Tax Sharing Arrangement; (xi) any Tax Protection Agreements; and (xii) any other contract providing for annual consideration payable thereunder in excess of $100,000 and that is not terminable upon notice of 90 days or less.

     “Mergers” means the REIT Merger and the OP Merger.

     “Noncumulative Preferred Shares” has the meaning set forth in Section 3.1(e).

     “OGCL” means the General Corporation Law of the State of Ohio, as amended.

     “OLPL” means the Limited Partnership Law of the State of Ohio, as amended.

     “OP Effective Time” has the meaning set forth in Section 2.10.

     “OP Holdco” has the meaning set forth in the first paragraph of this Agreement.

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     “OP Merger” has the meaning set forth in Section 2.1.

     “OP Merger Certificate” means the Certificate of Merger with respect to the OP Merger, containing the provisions required by, and executed in accordance with, the OLPL.

     “OP Merger Sub” has the meaning set forth in the first paragraph of this Agreement.

     “Options” has the meaning set forth in Section 3.1(e).

     “Ordinary Course of Business” means the ordinary course of business consistent with past practice.

     “Parent” has the meaning set forth in the first paragraph of this Agreement.

     “Parent Financing Document” has the meaning set forth in Section 4.3(i).

     “Parent-Owned Share” means a Common Share or Series 2002-A Preferred Share that Parent or any of its Affiliates, including REIT Merger Sub, OP Holdco and OP Merger Sub, owns beneficially within the meaning of Rule 13d-3 under the Exchange Act.

     “Parent Payment Amount” means an amount equal to the Aggregate Company Merger Consideration plus the amount payable with respect to In the Money Options pursuant to Section 4.3(f)(i) plus the amount payable pursuant to Section 4.3(f)(ii)(B) with respect to Share Unit Accounts in installment payment status immediately prior to the REIT Effective Time.

     “Parties” has the meaning set forth in the first paragraph of this Agreement.

     “Partnership” has the meaning set forth in the first paragraph of this Agreement.

     “Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 30, 2002, as amended.

     “Paying Agent” has the meaning set forth in Section 2.9(a).

     “Person” means an individual, corporation, partnership, limited liability company, association, trust or any other entity, organization or group (as such term is used in Rule 13d-5 under the Exchange Act), including a Governmental Entity.

     “Preferred Shareholder” means a Person who is or which is, directly or indirectly through the ownership of depositary shares, the holder of Series 2002-A Preferred Shares.

     “Preferred Share Merger Consideration” has the meaning set forth in Section 2.7(c).

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     “Preferred Unit” means a Series 2002-A Preferred Partnership Unit of the Partnership.

     “Proxy Statement” has the meaning set forth in Section 4.1(c).

     “Redemption Notice” means a Notice of Redemption as defined in the Partnership Agreement.

     “REIT” has the meaning set forth in Section 3.1(n)(ii).

     “REIT Dividend” has the meaning set forth in Section 4.3(k).

     “REIT Dividend Per Share Amount” means an amount equal to (i) the REIT Dividend divided by (ii) the number of Common Shares issued and outstanding on the record date for the applicable REIT Dividend.

     “REIT Effective Time” has the meaning set forth in Section 2.10.

     “REIT Merger” has the meaning set forth in Section 2.2.

     “REIT Merger Certificate” means the Certificate of Merger with respect to the REIT Merger, containing the provisions required by, and executed in accordance with, the OGCL.

     “REIT Merger Sub” has the meaning set forth in the first paragraph of this Agreement.

     “Retention Plans” has the meaning set forth in Section 4.2(b).

     “Rights Agreement” has the meaning set forth in Section 3.1(e).

     “Rule 16b-3 No-Action Letter” means the no-action letter of the SEC Staff to Skadden, Arps, Slate, Meagher & Flom LLP publicly available as of January 12, 1999.

     “SEC” means the United States Securities and Exchange Commission.

     “SEC Documents” has the meaning set forth in Section 3.1(g).

     “Securities Act” means the Securities Act of 1933, as amended.

     “Series 2002-A Preferred Shares” has the meaning set forth in Section 3.1(e).

     “Share Unit Plan” has the meaning set forth in Section 4.3(f)(ii)(A).

     “Share Units” has the meaning set forth in Section 4.3(f)(ii)(A).

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     “Share Unit Account” has the meaning set forth in Section 4.3(f)(ii)(A).

     “Special Meeting” has the meaning set forth in Section 4.3(a).

     “Standstill Period” has the meaning set forth in the Section 6.2(b).

     “Subsidiary” means any corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, or other form of business or legal entity with respect to which another specified entity (i) has the power to vote or direct the voting of sufficient securities to elect a majority of the directors or is the general partner or managing member or (ii) owns or controls, directly or indirectly, at least 25% of the equity or other ownership interests.

     “Surviving Corporation” has the meaning set forth in Section 2.2.

     “Surviving Partnership” has the meaning set forth in Section 2.1.

     “Tax” means any federal, state or local income, sales, use, franchise, transfer and recording taxes, withholding (including dividend withholding and withholding required pursuant to Sections 1445 and 1446 of the Code) employment, payroll, or excise tax, charges, levy, tariff or governmental charge (domestic or foreign), together with penalties, interest or additions thereto.

     “Tax Protection Agreement” means any agreement pursuant to which the Company, the Partnership or any of its Subsidiaries has agreed to indemnify any Person for Taxes arising as a result of any sale or other disposition, for tax purposes, of any Company Property or upon repayment, refinancing or restructuring of any indebtedness of the Partnership or of any guarantees of such indebtedness.

     “Tax Return” means any return, reports, declarations, statements or other information required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     “Tax Ruling” has the meaning set forth in Section 3.1(n)(ix).

     “Tax Sharing Arrangement” means any written or unwritten agreement or arrangement for the allocation or payment of federal, state or local income Tax liabilities or payment for federal, state or local income Tax benefits with respect to any Person other than the Company or any of its Subsidiaries.

     “Termination Fee” has the meaning set forth in Section 6.3(b).

     “Treasury Share” means a Common Share or Series 2002-A Preferred Share directly or indirectly owned by the Company.

     “UBS” means UBS Securities LLC.

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ARTICLE II

THE MERGERS

     2.1 The OP Merger. Subject to the terms and conditions hereof, at the OP Effective Time, OP Merger Sub shall merge with and into the Partnership (the “OP Merger”). Following the OP Merger, the separate existence of OP Merger Sub shall cease, and the Partnership shall continue as the surviving limited partnership. The Partnership, in its capacity as the limited partnership surviving the OP Merger, is hereinafter sometimes referred to as the “Surviving Partnership.”

     2.2 The REIT Merger. Subject to the terms and conditions hereof, immediately following the OP Effective Time and at the REIT Effective Time, REIT Merger Sub shall merge with and into the Company (the “REIT Merger”). Following the REIT Merger, the separate existence of REIT Merger Sub shall cease, and the Company shall continue as the surviving corporation. The Company, in its capacity as the corporation surviving the REIT Merger, is hereinafter sometimes referred to as the “Surviving Corporation.” OP Holdco will become a wholly owned Subsidiary of the Surviving Corporation.

     2.3 Effects of the Mergers. The OP Merger shall have the effects set forth in Section 1782.434 of the OLPL. The REIT Merger shall have the effects set forth in Section 1701.82 of the OGCL. The Surviving Partnership and the Surviving Corporation may, at any time after the OP Effective Time and the REIT Effective Time, respectively, take any action (including executing and delivering any document) in the name and on behalf of either the Partnership or OP Merger Sub or the Company or REIT Merger Sub, respectively, in order to carry out and effectuate the transactions contemplated by this Agreement.

     2.4 Surviving Partnership of the OP Merger.

          (a) Certificate of Limited Partnership. The certificate of limited partnership of the Partnership immediately prior to the OP Effective Time shall continue as the certificate of limited partnership of the Surviving Partnership after the OP Effective Time.

          (b) Agreement of Limited Partnership. The Partnership Agreement of the Partnership immediately prior to the OP Effective Time shall continue as the agreement of limited partnership of the Surviving Partnership after the OP Effective Time.

          (c) Officers. The officers of OP Merger Sub immediately prior to the OP Effective Time shall be the officers of the Surviving Partnership until the earlier of their resignation or removal or until their successors are elected or appointed and qualified, as the case may be.

     2.5 Surviving Corporation of the REIT Merger.

          (a) Articles of Incorporation. The Company Articles immediately prior to the REIT Effective Time shall continue as the articles of incorporation of the Surviving Corporation after the REIT Effective Time.

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          (b) Code of Regulations. The Company Regulations immediately prior to the REIT Effective Time shall continue as the Code of Regulations of the Surviving Corporation after the REIT Effective Time.

          (c) Board of Directors. The directors of REIT Merger Sub immediately prior to the REIT Effective Time shall be the initial directors of the Surviving Corporation until the earlier of their resignation or removal or until their successors are elected or appointed and qualified, as the case may be.

          (d) Officers. The officers of REIT Merger Sub immediately prior to the REIT Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their successors are appointed and qualified, as the case may be.

     2.6 Conversion of Interests upon OP Merger.

          (a) Conversion of OP Merger Sub Interests. At the OP Effective Time, (i) each equity interest in OP Merger Sub issued and outstanding immediately prior to the OP Effective Time owned by OP Holdco shall be converted into one common unit in the Surviving Partnership, and (ii) each equity interest in OP Merger Sub issued and outstanding immediately prior to the OP Effective Time owned by REIT Merger Sub shall be canceled and no consideration shall be delivered in exchange therefor or in respect thereof. OP Holdco shall automatically be admitted as the new limited partner of the Surviving Partnership.

          (b) Conversion of Common Units. At the OP Effective Time, (i) each Common Unit issued and outstanding immediately prior to the OP Effective Time as to which a Redemption Notice has not been delivered (other than any Common Unit owned by the Company or any Subsidiary of the Company) shall be converted into the right to receive a cash payment in an amount equal to the Common Unit Merger Consideration, (ii) each Common Unit issued and outstanding immediately prior to the OP Effective Time as to which a Redemption Notice has been delivered (other than any Common Unit owned by the Company or any Subsidiary of the Company) shall be converted into the right to receive a cash payment in an amount equal to the Common Share Merger Consideration, (iii) each Common Unit issued and outstanding immediately prior to the OP Effective Time owned by any Subsidiary of the Company shall be canceled and no consideration shall be delivered in exchange therefor or in respect thereof and (iv) each Common Unit issued and outstanding immediately prior to the OP Effective Time owned by the Company shall remain as one issued and outstanding common unit of the Surviving Partnership. The Company shall be the general partner of the Surviving Partnership. At the OP Effective Time, all Common Units issued and outstanding immediately prior to the OP Effective Time (other than Common Units owned by the Company) shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder (other than the Company) of Common Units issued and outstanding immediately prior to the OP Effective Time shall cease to have any rights with respect thereto, except (other than with respect to Common Units owned by any Subsidiary of the Company) the right to receive (i) the Common Unit Merger Consideration in the case of a Common Unit as to which a Redemption Notice has not been delivered at the Effective Time or (ii) the Common Share Merger Consideration in the

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case of a Common Unit as to which a Redemption Notice has been delivered at the Effective Time.

          (c) Conversion of Preferred Units. At the OP Effective Time, each Preferred Unit issued and outstanding immediately prior to the OP Effective Time shall be canceled and cease to exist and no consideration shall be delivered in exchange therefor or in respect thereof.

     2.7 Conversion of Shares upon REIT Merger.

          (a) Conversion of REIT Merger Sub Shares. At the REIT Effective Time, each common share, without par value, of REIT Merger Sub issued and outstanding immediately prior to the REIT Effective Time shall be converted into one common share, without par value, of the Surviving Corporation, which shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation.

          (b) Conversion of Common Shares. At the REIT Effective Time, (i) each Common Share issued and outstanding immediately prior to the REIT Effective Time (other than any Dissenting Share, Treasury Share or Parent-Owned Share) shall be converted into the right to receive a cash payment in an amount equal to the Common Share Merger Consideration, (ii) each Dissenting Share issued and outstanding immediately prior to the REIT Effective Time shall be converted into the right to receive payment from the Surviving Corporation in accordance with the provisions of Sections 1701.84 and 1701.85 of the OGCL and (iii) each Treasury Share and each Parent-Owned Share issued and outstanding immediately prior to the REIT Effective Time shall be canceled and no consideration shall be delivered in exchange therefor or in respect thereof. As of the REIT Effective Time, all Common Shares issued and outstanding immediately prior to the REIT Effective Time shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of a certificate that, immediately prior to the REIT Effective Time, represented Common Shares shall cease to have any rights with respect thereto, except (other than with respect to certificates previously representing Treasury Shares or Parent-Owned Shares) the right to receive the Common Share Merger Consideration, or, in the case of any Dissenting Shares, the rights, if any, accorded under the OGCL with respect thereto.

          (c) Conversion of Series 2002-A Preferred Shares. At the REIT Effective Time, (i) each Series 2002-A Preferred Share issued and outstanding immediately prior to the REIT Effective Time (other than any Treasury Share or Parent-Owned Share) shall be converted into the right to receive a cash payment of $250.00 (plus all accrued and unpaid dividends (whether or not declared) existing immediately prior to the REIT Effective Time) (the “Preferred Share Merger Consideration”) and (ii) each Treasury Share and Parent-Owned Share issued and outstanding immediately prior to the REIT Effective Time shall be canceled and no consideration shall be delivered in exchange therefor or in respect thereof. As of the REIT Effective Time, all Series 2002-A Preferred Shares issued and outstanding immediately prior to the REIT Effective Time shall no longer be outstanding and shall automatically be canceled and cease to exist, and each holder of a certificate that, immediately prior to the REIT Effective Time, represented Series 2002-A Preferred Shares shall cease to have any rights with respect

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thereto, except (other than with respect to certificates previously representing Treasury Shares or Parent-Owned Shares) the right to receive the Preferred Share Merger Consideration.

     2.8 Adjustments to Merger Consideration. If during the period between the date of this Agreement and the Effective Time, any change in the number of outstanding Common Shares, Series 2002-A Preferred Shares or Common Units shall occur, including by reason of any reclassification, recapitalization, share or unit dividend, share or unit split, reverse split or combination, exchange or readjustment of Common Shares, Series 2002-A Preferred Shares or Common Units, or any share dividend thereon with a record date during such period (but not as a result of (i) the exercise of outstanding Incentive Options or (ii) the redemption of any outstanding Common Units for Common Shares), the Common Share Merger Consideration, the Preferred Share Merger Consideration or the Common Unit Merger Consideration, as applicable, shall be appropriately adjusted.

     2.9 Payment Procedure.

          (a) Paying Agent. On the date hereof, Parent (on behalf of itself and OP Holdco) shall designate National City Bank as paying agent for the Mergers (the “Paying Agent”). Immediately prior to the OP Effective Time, Parent shall deposit with the Paying Agent (i) the Parent Payment Amount and (ii) an amount of cash sufficient to enable the Paying Agent to effect the payments for Series 2002-A Preferred Shares contemplated by Section 2.7(c). In no event shall any holder of Common Shares, Series 2002-A Preferred Shares or Common Units be entitled to any interest or earnings on the amounts deposited by Parent with the Paying Agent pending distribution.

          (b) Common Shares. As soon as practicable after the REIT Effective Time, but in no event later than five business days thereafter, Parent shall cause the Paying Agent to send to each holder of certificates for Common Shares (other than Dissenting Shares or Parent-Owned Shares) (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of the certificates for Common Shares in exchange for the cash payment provided for by Section 2.7(b). Upon surrender of a certificate representing Common Shares for cancellation to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereon, the holder of such certificate shall be entitled to receive in exchange therefor the aggregate Common Share Merger Consideration to which the holder of Common Shares is entitled pursuant to Section 2.7(b).

          (c) Preferred Shares. All of the Series 2002-A Preferred Shares are held of record by National City Bank, a national banking association, as depositary (the “Depositary”), under the Deposit Agreement, dated as of October 1, 2002 (the “Deposit Agreement”), between the Company and the Depositary. Upon surrender to the Paying Agent by the Depositary of the certificate(s) representing the Series 2002-A Preferred Shares for cancellation, together with a duly executed stock power, the Paying Agent shall pay to the Depositary by wire transfer of immediately available funds an amount equal to the aggregate Preferred Share Merger Consideration in order to permit the Depositary to distribute the aggregate Preferred Share Merger Consideration to holders of depositary receipts representing such Series 2002-A Preferred Shares in accordance with the Deposit Agreement.

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          (d) Common Units. As soon as reasonably practicable after the Effective Time, but in no event later than five business days thereafter, the Paying Agent shall mail to each limited partner holding Common Units (the “Limited Partners”) (i) as to which a Redemption Notice has not been delivered at the Effective Time, at the address set forth in the Disclosure Schedule a certified check payable to such Limited Partner in an amount equal to the Common Unit Merger Consideration multiplied by the number of Common Units owned by such Limited Partner immediately prior to the Effective Time and (ii) as to which a Redemption Notice has been delivered at the Effective Time, at the address set forth in the Disclosure Schedule a certified check payable to such Limited Partner in an amount equal to the Common Share Merger Consideration multiplied by the number of Common Shares issuable upon redemption of the Common Units owned by such Limited Partner immediately prior to the Effective Time; provided, however, in each case that prior to the OP Effective Time such Limited Partner has acknowledged its record and beneficial ownership of the Common Units and indicated the address to which the Common Unit Merger Consideration or Common Share Merger Consideration, as applicable, shall be sent. If the Paying Agent has not received such acknowledgement prior to the OP Effective Time, the Paying Agent shall mail to a Limited Partner delivering such acknowledgement after the OP Effective Time a certified check in the appropriate amount payable to such Limited Partner as soon as reasonably practicable after receipt of such acknowledgement, but in no event later than two business days after receipt thereof.

          (e) Options and Directors’ Deferred Compensation. As soon as reasonably practicable after the Effective Time, but in no event later than five business days thereafter, the Paying Agent shall mail to each holder of In the Money Options and Share Units a certified check payable to such holder in the amounts contemplated to be paid in cash pursuant to Section 4.3(f). In addition, as soon as reasonably practicable after the Effective Time, but in no event later than five business days thereafter, the Paying Agent shall mail to each participant in the Share Unit Plan whose Share Unit Account is in installment payment status a certified check payable to such participant in the amount contemplated to be paid in cash pursuant to Section 4.3(f)(ii)(B).

          (f) Closing of Transfer Records. After the Effective Time, transfers of Common Shares, Preferred Shares, Common Units and Preferred Units outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation or the Surviving Partnership. After the REIT Effective Time, certificates evidencing Common Shares and Series 2002-A Preferred Shares that are presented to the Paying Agent shall be canceled and exchanged for the consideration provided for in Section 2.9(b) and 2.9(c) in accordance with the procedures set forth in this Article II.

          (g) Unclaimed Amounts. Parent may cause the Paying Agent to return any amounts deposited by Parent with the Paying Agent remaining unclaimed 365 days after the Effective Time, and thereafter each remaining holder of Common Shares or Series 2002-A Preferred Shares or Limited Partner shall look only to Parent as a general creditor thereof with respect to consideration to which such holder or Limited Partner is entitled upon surrender of such Person’s Common Shares, Preferred Shares or Common Units. Notwithstanding the foregoing, neither the Paying Agent nor any Party shall be liable to a holder of one or more certificates for Common Shares or Series 2002-A Preferred Shares or a Limited Partner for any

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amount properly paid and required to be paid to a public official pursuant to any abandoned property, escheat or similar law.

          (h) Dissenting Shareholders. (i) Notwithstanding anything in this Agreement to the contrary, to the extent required by the OGCL, Common Shares which are issued and outstanding immediately prior to the REIT Effective Time and which are held by any Common Shareholder who shall not have voted in favor of this Agreement and the REIT Merger at the Special Meeting and who files with the Company within ten days after such vote at the Special Meeting a written demand to be paid the fair cash value for such Common Shares in accordance with Sections 1701.84 and 1701.85 of the OGCL shall not be converted into the right to receive cash as provided in Section 2.7(b) unless and until such Common Shareholder fails to demand payment properly or otherwise loses such Common Shareholder’s dissenters’ rights, if any, under the OGCL. If such Common Shareholder shall have failed to perfect or loses any such dissenters’ rights, that Common Shareholder’s Common Shares shall thereupon be deemed to have been converted as of the REIT Effective Time into only the right to receive at the REIT Effective Time the cash provided for in Section 2.7(b), without interest. From and after the REIT Effective Time, no Common Shareholder who has asserted dissenters’ rights as provided in Sections 1701.84 and 1701.85 of the OGCL shall be entitled to vote the Common Shares as to which dissenters’ rights have been asserted for any purpose or to receive payment of dividends or other distributions with respect to such Common Shares. The Company shall notify Parent of each Common Shareholder who asserts dissenters’ rights. Prior to the REIT Effective Time, the Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any dissenters’ rights asserted under Section 1701.85 of the OGCL.

               (ii) No holder of any Series 2002-A Preferred Shares or units in the Partnership is entitled under applicable law, the Company Articles or the Partnership Agreement to appraisal, dissenters or other similar rights as a result of the OP Merger.

     2.10 The Closing; Effective Time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Baker & Hostetler LLP, 3200 National City Center, Cleveland, Ohio, commencing at 10:00 a.m., Cleveland time, on a date (the “Closing Date”) which shall be the first business day after the satisfaction or waiver of all of the conditions set forth in Article V (other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions). At the Closing, (a) the Company and the Partnership shall deliver to Parent, REIT Merger Sub, OP Holdco and OP Merger Sub the various agreements, certificates and documents to be delivered pursuant to Section 5.3, (b) Parent, REIT Merger Sub, OP Holdco and OP Merger Sub shall deliver to the Company and the Partnership the various agreements, certificates, documents and consideration to be delivered pursuant to Section 5.2, (c) OP Merger Sub and the Partnership shall execute and file the OP Merger Certificate, in accordance with, and shall make all other filings or recordings and take all such other action required with respect to the OP Merger, under the OLPL and (d) immediately after the OP Effective Time or as soon thereafter as practicable, REIT Merger Sub and the Company shall execute and file the REIT Merger Certificate, in accordance with, and shall make all other filings or recordings and take all such other action required with respect to the REIT Merger under, the OGCL. The OP Merger shall become effective when the OP Merger Certificate has been accepted for filing by the office of

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the Secretary of State of Ohio or at such other subsequent date or time as Parent and the Company may agree in writing and specify in the OP Merger Certificate in accordance with the OLPL. The REIT Merger shall become effective when the REIT Merger Certificate shall have been accepted for filing by the Secretary of State of Ohio or at such other subsequent date or time as Parent and the Company may agree in writing and specify in the REIT Merger Certificate in accordance with the OGCL; provided such time is after the OP Effective Time. The time at which the OP Merger becomes effective is referred to as the “OP Effective Time.” The time at which the REIT Merger becomes effective is referred to as the “REIT Effective Time.” The time at which both the OP Merger and the REIT Merger become effective is the “Effective Time.”

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

     3.1 Representations and Warranties of the Company. Except as disclosed in the Disclosure Schedule delivered by the Company to Parent on or prior to the date of this Agreement (the “Disclosure Schedule”) or as otherwise expressly contemplated by this Agreement, the Company represents and warrants to Parent, REIT Merger Sub, OP Holdco and OP Merger Sub as follows as of the date of this Agreement.

          (a) Company Authority. The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

          (b) Partnership Authority. The Partnership has all requisite limited partnership power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited partnership action on the part of the Partnership. This Agreement has been duly executed and delivered by the Partnership and constitutes a valid and binding obligation of the Partnership enforceable against the Partnership in accordance with its terms.

          (c) Organization of the Company and its Subsidiaries. Each of the Company and its Subsidiaries, including the Partnership, is a corporation, limited partnership or limited liability company validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each of the Company and its Subsidiaries, including the Partnership, is duly authorized to conduct its business and is in good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the lack of such qualification would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries, including the Partnership, has full corporate, limited partnership or limited liability company power and authority to carry on the business in which it is engaged. Each of the Company and

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its Subsidiaries has at all times complied with, and is not in default under or in violation of, any provision of its charter, by-laws or other organizational documents, except as would not have a Material Adverse Effect.

          (d) Subsidiaries. The Disclosure Schedule sets forth the names and jurisdictions of organization of all of the Subsidiaries of the Company (other than the Partnership). All outstanding shares of stock of each such Subsidiary that is a corporation have been duly authorized, are validly issued, fully paid and nonassessable and free of preemptive rights, are owned by the Company or a Subsidiary of the Company and are so owned free and clear of all Liens. All equity interests in each such Subsidiary of the Company that is a limited partnership or limited liability company have been duly authorized, are validly issued and are owned by the Company or a Subsidiary of the Company and are so owned free and clear of all Liens. Any capital contribution required to be made with respect to such equity interests has been made. Except as set forth in Section 3.1(d) of the Disclosure Schedule with respect to investments in the Subsidiaries, neither the Company nor the Partnership has any direct or indirect interest in any material debt or any material equity of any other Person.

          (e) Capitalization of the Company. The authorized capital stock of the Company consists of (i) 40,000,000 Common Shares, (ii) 5,000,000 Class A Cumulative Preferred Shares, without par value, of which (A) 75,000 shares have been designated “Class A Cumulative Preferred Shares, Series 1999-A” and (B) 300,000 shares have been designated “10 ¹/2% Class A Cumulative Preferred Shares, Series 2002-A” (the “Series 2002-A Preferred Shares”) and (iii) 5,000,000 Class A Noncumulative Preferred Shares, without par value, of which 500,000 shares have been designated “Class A Series 1999-A Noncumulative Preferred Shares” (the “Noncumulative Preferred Shares”). The Noncumulative Preferred Shares are issuable in connection with the rights to purchase Class A Series 1999-A Noncumulative Preferred Shares (the “Company Rights”) that were issued pursuant to the Shareholder Rights Agreement, dated as of May 25, 1999, between the Company and National City Bank, as amended by the Amendment to Shareholder Rights Agreement, dated as of December 31, 2001 (the “Rights Agreement”). At the close of business on May 11, 2006: (i) 17,968,667 Common Shares were outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) there were 168,685 Treasury Shares; (iii) options to acquire 824,139 Common Shares (the “Incentive Options”) from the Company pursuant to the Long-Term Incentive Plan were issued and outstanding; (iv) no Class A Cumulative Preferred Shares, Series 1999-A were issued and outstanding; (v) 181,000 Series 2002-A Preferred Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; and (vi) 500,000 Noncumulative Preferred Shares were reserved for issuance in connection with the Company Rights. Except for Common Shares issuable upon the exercise of the Incentive Options or as set forth on Section 3.1(e) of the Disclosure Schedule, at the close of business on May 11, 2006, no Common Shares or other voting securities of the Company were issued, reserved for issuance or outstanding. There are not any bonds, debentures, notes or other indebtedness of the Company or its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of equity interests must vote. Except for the Incentive Options or as set forth on Section 3.1(e) of the Disclosure Schedule, there are no options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (collectively, “Options”) to which the Company or any of its Subsidiaries is a party or by which any of them is bound relating to the issued or unissued

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shares or other equity interests of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, transfer, grant or sell any shares or other equity interests in, or securities convertible into or exchangeable for any shares or other equity interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such Options. All Common Shares that are subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as provided in the Partnership Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or other equity interests of the Company or any of its Subsidiaries, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Person other than a Subsidiary of the Company. Except for the Share Unit Accounts, there are no outstanding stock appreciation, phantom stock or similar rights with respect to the Company or its Subsidiaries. All dividends and distributions on securities of the Company or its Subsidiaries that have been declared or authorized prior to the date of this Agreement have been paid in full.

          (f) Capitalization of the Partnership. The authorized equity interests of the Partnership consist of Common Units, Preferred Units and Series 1999-A Preferred Partnership Units. As of May 11, 2006, 18,686,923 Common Units and 181,000 Preferred Units are duly authorized and validly issued and any capital contribution required to be made by the holders thereof has been made. As of such date, no Series 1999-A Preferred Partnership Units were issued and outstanding. As of such date, 15,968,667 Common Units and all of the Preferred Units were owned by the Company. The remaining Common Units were owned of record as set forth in Section 3.1(f) of the Disclosure Schedule. All distributions on the Common Units or Preferred Units that have been declared or authorized prior to the date of this Agreement have been paid in full.

          (g) Filings With the SEC.

               (i) The Company has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2003 through the date hereof under the Exchange Act or the Securities Act (such documents required to be filed by the Company since January 1, 2005, as supplemented and amended since the time of filing, collectively, the “SEC Documents”). Each SEC Document at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of the Company and its Subsidiaries included in the Company’s SEC Documents at the time filed complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved

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(except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC), and fairly present (subject in the case of unaudited statements to normal year-end audit adjustments) the consolidated financial position of the Company and its Subsidiaries as of the indicated dates and the consolidated results of their operations and cash flows for the indicated periods. Since December 31, 2005, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”), except as disclosed in the notes to such Company financial statements. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Documents.

               (ii) The Company has been and is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act. No officer or director of the Company is currently indebted to the Company or the Partnership.

               (iii) The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to it and its consolidated Subsidiaries is made known to its principal executive officer and principal financial officer by others within those entities.

               (iv) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (within the meaning of such terms under the Sarbanes-Oxley Act). The Company has disclosed, based on its most recent evaluation to its respective auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’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 its internal controls over financial reporting. The Company has delivered to Parent any such disclosures (i) prior to the date of this Agreement or (ii) with respect to evaluations after the date of this Agreement, promptly following the disclosures to the applicable auditors and audit committee.

               (v) The Company has previously provided or made available to Parent a complete and correct copy of any actual or proposed amendments or modifications to any SEC Documents (including any exhibits to any SEC Documents) which have not yet been filed with the SEC.

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          (h) No Material Adverse Change. Except as disclosed in the SEC Documents filed prior to the date of this Agreement, since December 31, 2005, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect.

          (i) Absence of Undisclosed Liabilities. None of the Company, the Partnership or their respective Subsidiaries has as of December 31, 2005 or has incurred since that date any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except (a) liabilities, obligations or contingencies (i) which are accrued or reserved against in the financial statements of the Company included in the applicable SEC Document or reflected in the notes thereto or (ii) which were incurred after December 31, 2005 in the Ordinary Course of Business, (b) liabilities, obligations or contingencies which have been discharged or paid in full prior to the date hereof in the Ordinary Course of Business, (c) liabilities, obligations and contingencies which are of a nature or amount not required to be reflected in the consolidated financial statements of the Company and its Subsidiaries prepared in accordance with GAAP consistently applied and (d) as would not have a Material Adverse Effect.

          (j) No Conflicts. The execution and delivery of this Agreement do not, and the consummation by the Company and the Partnership of the transactions contemplated hereby will not, violate, result in a default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation under (i) any provision of the Company Articles, the Company Regulations or the Partnership Agreement, or (ii) any Material Contract, other than any such defaults, terminations, cancellations or accelerations which individually or in the aggregate would not have a Material Adverse Effect, or (iii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company, the Partnership or their respective Subsidiaries or any of their respective properties or assets, other than any such defaults, terminations, cancellations or accelerations which individually or in the aggregate would not have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”) or other Person is required by or with respect to the Company or the Partnership in connection with the execution and delivery of this Agreement or the consummation by the Company and the Partnership of the transactions contemplated hereby, except for (i) the filing by the Company with the SEC of the Proxy Statement, (ii) the filing by the Company of the REIT Merger Certificate with the Secretary of State of Ohio and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) the giving of notice by the Company in accordance with Section 1701.78 of the OGCL, (iv) the Company Shareholder Approval, (v) the filing by the Partnership of the OP Merger Certificate with the Secretary of State of Ohio and appropriate documents with the relevant authorities of other states in which the Partnership is qualified to do business and (vi) any such consent, approval, order, authorization, registration, declaration or filing that the failure to obtain or make would not have a Material Adverse Effect.

          (k) Litigation. There are no actions, suits, proceedings, orders, investigations or claims pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries (or any of the directors or officers of the Company or any of its Subsidiaries with respect to the Company or any of its Subsidiaries) at law or in equity or

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before or by any Governmental Entity which are reasonably likely to have a Material Adverse Effect, nor is there any injunction, rule or order of any Governmental Entity or arbitrator outstanding specifically applicable to the Company or any of its Subsidiaries that has had or would reasonably be expected to have any such effect.

          (l) Material Contracts. The Disclosure Schedule lists all Material Contracts. Each Material Contract is valid, binding and enforceable and in full force and effect with respect to the Company and its Subsidiaries and, to the Knowledge of the Company, each other party thereto, except where such failure to be so valid, binding and enforceable and in full force and effect would not have a Material Adverse Effect. To the Knowledge of the Company, there are no defaults under any Material Contracts, except those defaults that would not have a Material Adverse Effect. True, correct and complete copies of all Material Contracts have been delivered or made available to Parent.

          (m) Employee Benefits. The Disclosure Schedule lists all material employee benefit plans that each of the Company and its Subsidiaries currently maintains or contributes to, is required to contribute to, or with respect to which the Company and its Subsidiaries are liable, for the benefit of any current or former employee of the Company or its Subsidiaries (collectively, the “Employee Benefit Plans”).

               (i) Except as would not have a Material Adverse Effect, each Employee Benefit Plan complies in form and in operation with all laws, rules and regulations applicable thereto, including ERISA and the Code.

               (ii) Except as would not have a Material Adverse Effect, all contributions which are due have been paid to each Employee Benefit Plan and all payments required to be made under each Employee Benefit Plan have been made.

               (iii) There are no pending or, to the Knowledge of the Company, threatened claims that are reasonably likely to have a Material Adverse Effect by or on behalf of any of the Employee Benefit Plans by any individual covered under any Employee Benefit Plan or otherwise involving any Employee Benefit Plan (other than routine claims for benefits).

               (iv) Neither the Company nor any Subsidiary of the Company maintains or contributes to (A) any plan or arrangement that is subject to Title IV of ERISA or Section 412 of the Code, or (B) any plan or arrangement that is a multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA.

               (v) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment (including, severance or “excess parachute payment” (within the meaning of Section 280G of the Code)) becoming due to any director or employee of the Company or any of its Subsidiaries under any Employee Benefit Plan, (ii) materially increase any benefits otherwise payable under any Employee Benefit Plan or (iii) result in any acceleration of the time of payment or vesting of

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any such benefits. For purposes of this paragraph (c) only, “material” shall mean in excess of the aggregate amount of $100,000.

               (vi) The Company and its Subsidiaries are not a party to or bound by any employment, consulting, termination, severance or similar agreement (other than any immaterial agreements) with any individual officer, director or employee of the Company or any of its Subsidiaries or any agreement pursuant to which any such Person is entitled to receive any benefits upon the occurrence of a change in control of the Company.

          (n) Taxes.

               (i) (A) Each of the Company and its Subsidiaries has timely filed all Tax Returns required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Entity having authority to do so or otherwise permitted by applicable law), except for such failures to file that would not have a Material Adverse Effect, (B) each such Tax Return was, at the time filed, true, correct and complete, except for such failures to be true, correct and complete that would not have a Material Adverse Effect and (C) each of the Company and its Subsidiaries has paid (or the Company has paid on behalf of such Subsidiary), within the time and in the manner prescribed by applicable law, all Taxes that are shown to be due and payable as reflected on such Tax Returns, except where the failure to pay would not have a Material Adverse Effect. The most recent consolidated financial statements contained in the SEC Documents filed with the SEC prior to the date of this Agreement reflect adequate accrued liabilities for all Taxes due and payable by the Company and its Subsidiaries as a group for all taxable periods and portions thereof through the date of such financial statements, except where the failure to establish adequate accrued liabilities would not have a Material Adverse Effect. To the Knowledge of the Company, the Company and its Subsidiaries (as a group) have established on their books and records reserves or accrued liabilities or expenses that are adequate for the payment of all Taxes for which the Company or any of its Subsidiaries is liable but are not yet due and payable, except where the failure to establish adequate reserves or accrued liabilities or expenses would not have a Material Adverse Effect. Except as would not have a Material Adverse Effect, since the date of the most recent audited consolidated financial statements included in the SEC Documents, the Company has incurred no liability for any Taxes under Sections 857(b), 860(c) or 4981 of the Code or IRS Notice 88-19 or Treasury Regulation Sections 1.337(d)-5T, 1.337(d)-6 and 1.337(d)-7 including any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code. Except for deficiencies or Taxes that would not have a Material Adverse Effect, no deficiencies for Taxes have been asserted or assessed in writing by a Governmental Entity against the Company or any of its Subsidiaries which have not been paid or remain pending, including claims by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns, and no requests for waivers of the time to assess any Taxes have been granted and remain in effect or are pending.

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               (ii) The Company (A) for each taxable year of the Company’s existence through its taxable year ended December 31, 2005, has been subject to taxation as a real estate investment trust (a “REIT”) within the meaning of the Code and has satisfied the requirements to qualify as a REIT for such years, (B) has operated consistent with the requirements for qualification and taxation as a REIT for the period from December 31, 2005 through the date hereof, and (C) has not taken any action or omitted to take any action which would reasonably be expected to result in a successful challenge by the Internal Revenue Service to its status as a REIT, and no such challenge is pending or, to the Knowledge of the Company, threatened. The Company does not own any assets that would cause it not to satisfy the asset test set forth in Section 856(c)(4) of the Code. Each Subsidiary of the Company which files Tax Returns as a partnership for federal income tax purposes has since its inception or acquisition by the Company been classified for federal income tax purposes as a partnership and not as an association taxable as a corporation, or a “publicly traded partnership” within the meaning of Section 7704(b) of the Code that is treated as a corporation for federal income tax purposes under Section 7704(a) of the Code. Neither the Company nor the Partnership holds any asset (x) the disposition of which would be subject to rules similar to Section 1374 of the Code as announced in IRS Notice 88-19 or Treasury Regulation Section 1.337(d)-5t, 1.337(d)-6 and 1.337(d)-7 or (y) that is subject to a consent filed pursuant to Section 341(f) of the Code.

               (iii) As of the date of this Agreement, the Company does not have any earnings and profits attributable to the Company or any other corporation in any non-REIT year within the meaning of Section 857 of the Code.

               (iv) All Taxes which the Company or its Subsidiaries are required by law to withhold in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party and sales, gross receipts and use taxes, have been duly withheld or collected and, to the extent required, have been paid over to the proper Governmental Entities or are held in separate bank accounts for such purpose, except where such failure to withhold or collect or pay over would not have a Material Adverse Effect. There are no material Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Company or any of its Subsidiaries.

               (v) There are no audits pending regarding federal income Tax Returns of the Company and each of its Subsidiaries consolidated in such Tax Returns.

               (vi) Neither the Company nor any of its Subsidiaries is a party to any Tax Protection Agreement or Tax Sharing Agreement.

               (vii) Except as would not have a Material Adverse Effect, the Company does not have any liability for the Taxes of any Person other than the Company and its Subsidiaries, and none of its Subsidiaries have any liability for the Taxes of any Person other than the Company and its Subsidiaries (A) under

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Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (B) as a transferee or successor or (C) by contract.

               (viii) Neither the Company nor any of its Subsidiaries made any payments, is obligated to make any payments, or is a party to an agreement that could obligate it to make any payments that will not be deductible under Section 162(m) of the Code.

               (ix) Neither the Company nor any of its Subsidiaries has applied for, received or has pending a Tax Ruling or commenced negotiations or entered into a Closing Agreement with any taxing authority. As defined herein, “Tax Ruling” means a written ruling of a taxing Governmental Entity relating to Taxes, and “Closing Agreement” means a written and legally binding agreement with a taxing authority relating to Taxes.

               (x) For taxable years beginning after December 31, 2000, a timely taxable REIT subsidiary election was made for all corporations where the Company owned, directly or indirectly, greater than ten percent of the total voting power or value of the outstanding securities of such issuer (other than securities of a qualified REIT subsidiary or securities the ownership of which did not violate Section 856(c)(4)(B) of the Code). Without limiting any of the other representations in this Agreement, to the extent the Company owns any stock, directly or indirectly, in a taxable REIT subsidiary, as defined in Section 856(l) of the Code:

                    (A) The taxable REIT subsidiary has complied in all material respects with the requirements in Section 856(l)(3) and (4) of the Code, relating to (a) restrictions on operating or managing a lodging facility or healthcare facility, and (b) restrictions on providing to any Person rights to a brand name under which any lodging facility or healthcare facility is operated.

                    (B) With respect to any amounts treated by the Company as qualified rents from real property for purposes of Section 856(c) of the Code, and which were received from a taxable REIT subsidiary of the Company for the lease of a qualified lodging facility as defined in Section 856(d)(9)(D) of the Code, such lodging facility has been operated at all times on behalf of the taxable REIT subsidiary by a Person who qualified as an eligible independent contractor within the meaning of Section 856(d)(8) and 856(d)(9) of the Code, and whose agreements and relations with each of the Company and the taxable REIT subsidiary have been at all times negotiated and maintained on an arm’s length basis.

               (xi) On the date hereof, the amount of the basis for federal income Tax purposes of the Partnership in the Company Properties set forth in Section 3.1(n) of the Disclosure Schedule is not less than 85% of the amount set forth in such section of the Disclosure Schedule in the aggregate and for any individual Company Property.

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          (o) Compliance with Laws. Each of the Company and its Subsidiaries is in compliance with all applicable laws, regulations, orders, judgments and decrees, except where such noncompliance would not have a Material Adverse Effect. The Company and its Subsidiaries hold all permits, licenses, certificates, registrations, variances, exemptions, orders, franchises and approvals of, from and with all Governmental Entities necessary for the lawful conduct of their respective businesses (the “Company Permits”), except where the failure so to hold, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms of each of the Company Permits, except where the failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. This Section 3.1(o) shall not apply to ERISA, Taxes or compliance with Environmental Laws, which are the subject of Sections 3.1(m), 3.1(n) and 3.1(p), respectively. In addition, the Company makes no representation or warranty in this Section 3.1(o) with respect to compliance with the Americans with Disabilities Act or any rule or regulation issued by a Governmental Entity pursuant thereto.

          (p) Environmental, Health and Safety Matters. Except as would not have a Material Adverse Effect:

(i) to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company nor any other Person has caused or permitted the presence during its ownership or tenancy of any Hazardous Materials (including the presence of structural mold or asbestos) at, on or under any hotel or other property owned or leased by the Company, the Partnership or any of their respective Subsidiaries (each, a “Company Property”) in violation of Environmental Laws;

(ii) to the Knowledge of the Company, there have been no releases of Hazardous Materials at, on, under or from any of the Company Properties in violation of Environmental Laws during the period of the Company’s or any Subsidiary’s ownership or tenancy and neither the Company nor any Subsidiary of the Company nor, to the Knowledge of the Company, any other Person, has received any notice of alleged, actual or potential responsibility for, or any inquiry or investigation regarding, any such releases or threatened releases of Hazardous Materials, nor, to the Knowledge of the Company, is there any information which might form the basis of any such notice or any claim;

(iii) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws;

(iv) to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company nor any other Person, has transported or arranged for the transport of Hazardous Materials from the Company Properties in violation of Environmental Laws;

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(v) the Company and its Subsidiaries have been duly issued, and currently have and will maintain through the Closing Date, all environmental permits necessary to operate their businesses as currently operated;

(vi) there is no suit, action, investigation or proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or any Subsidiary of the Company directly relating to or involving their respective businesses, any of their respective Assets or any of the directors, officers, employees or agents thereof who may be subject to indemnification by the Company or any Subsidiary of the Company relating to any Environmental Law; and

(vii) the Company has delivered to Parent correct and, in all material respects, complete copies of all environmental assessments commissioned by the Company, the Partnership or any of there respective Subsidiaries with respect to any Company Property.

(viii) As used herein, “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction, requirement or binding agreement of or with any governmental entity relating to (x) the protection, preservation or restoration of the environment (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety, or (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of hazardous substances or wastes, in each case as amended and as in effect at the Effective Time. The term “Environmental Law” includes the Federal Comprehensive Environmental Response Compensation, and Liability Act of 1980, the Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal Act and the Federal Toxic Substances Control Act, and the Federal Insecticide, Fungicide and Rodenticide Act, each as amended and as in effect at the Effective Time.

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(ix) As used herein, “Hazardous Materials” means any substance presently regulated as hazardous, toxic or radioactive under any Environmental Law including any toxic waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, or petroleum or any derivative or by-product thereof, radon, radioactive material, asbestos, or asbestos-containing material, urea formaldehyde foam insulation, lead-based paint or polychlorinated biphenyls.

          (q) Title to Assets. Each of the Company, the Partnership and each of their respective Subsidiaries has good and valid title in fee simple to all its owned real property, good title to all of its other properties and a valid leasehold or subleasehold interest in each of its respective leasehold interests, as reflected in the most recent balance sheet included in the SEC Documents, except for properties and assets that have been disposed of in the Ordinary Course of Business since the date of such balance sheet, free and clear of all Liens, except (i) Liens for current taxes, payments of which are not yet delinquent or are being disputed in good faith; (ii) such Liens, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby, or otherwise materially impair the Company’s business operations (in the manner presently carried on by the Company), including, without limitation, inchoate mechanics’ and materialmen’s Liens related to construction; (iii) all matters of record, including instruments and agreements of record; and (iv) all matters disclosed in zoning reports and title commitments made available to Parent prior to the date of this Agreement. All leases under which the Company, the Partnership or any of their respective Subsidiaries leases any real or personal property are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event which with notice or lapse of time or both would become a default other than failures to be valid and effective and defaults under such leases which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. To the Knowledge of the Company, none of the Company, the Partnership nor any of their respective Subsidiaries has received any notice to the effect that any condemnation event or involuntary rezoning proceedings are pending or threatened with respect to any of the Company Properties which, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. The Disclosure Schedule lists each parcel of real property currently or formerly owned by the Company, the Partnership and each of their respective Subsidiaries at any time during the twenty-four months preceding the date of this Agreement and each parcel of real property currently leased or subleased by the Company, the Partnership or any of their respective Subsidiaries.

          (r) Labor Matters. Neither the Company, the Partnership nor any of their respective Subsidiaries are a party to or bound by, and no employees at a Company Property are a party to or bound by, any collective bargaining agreement, and there are no labor unions or other organizations representing any employees employed by the Company, the Partnership nor any of their respective Subsidiaries or at any Company Property. Since January 1, 2004, there has not occurred any strike and, to the Knowledge of the Company, there has not been threatened in writing any strike, slowdown, picketing, work stoppage or other similar labor activity with respect to any employees of the Company, the Partnership nor any of their respective Subsidiaries or at any Company Property, except as would not have a Material

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Adverse Effect. Except for such matters that would not have a Material Adverse Effect, there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of the Company, threatened in writing with respect to any employee of the Company, the Partnership or their respective Subsidiaries or at any Company Property.

          (s) Intellectual Property. Neither the Company, the Partnership nor any of their respective Subsidiaries (i) owns any material registered trademarks, patents or copyrights, (ii) has any pending applications, registrations or recordings for any material trademarks, patents or copyrights or (iii) is a party to any material licenses, contracts or agreements with respect to use by the Company or its Subsidiaries of any trademarks or patents. To the Knowledge of the Company, none of the Company, the Partnership nor any of their respective Subsidiaries has misappropriated or is infringing upon the intellectual property of others.

          (t) Transactions with Affiliates. There are no material arrangements, agreements or contracts entered into by the Company or any of its Subsidiaries, on the one hand, and any Person who is a current officer, director or Affiliate of the Company or any of its Subsidiaries, any relative of the foregoing or a Person of which any of the foregoing is an Affiliate, on the other hand, and which are in effect.

          (u) Vote Required. The affirmative vote of the holders of a majority of the outstanding Common Shares in favor of the adoption of this Agreement (the “Company Shareholder Approval”) is the only vote of the holders of any class or series of beneficial interest of the Company or any of its Subsidiaries required by applicable law (including the OGCL), the Company Articles or the Company Regulations to duly effect such approval. The approval of the Agreement by the General Partner of the Partnership, which has already been obtained, is the only approval of the partners of the Partnership required by applicable law (including the OLPL) or the Partnership Agreement to duly effect such approval.

          (v) Rights Agreement. The Company has taken all necessary action to (i) render the Company Rights inapplicable to the REIT Merger and the other transactions contemplated by this Agreement and (ii) ensure that (A) neither Parent nor any of its Affiliates is or becomes an Acquiring Person (as defined in the Rights Agreement), (B) no Distribution Date shall occur as a result of the announcement of or execution of this Agreement or any of the transactions contemplated hereby, and (C) the Company Rights shall expire immediately prior to the REIT Effective Time without any payment being made in respect thereof.

          (w) State Takeover Statutes. Each of the Company and the Partnership has taken all action necessary to exempt the transactions contemplated by this Agreement from the operation of any “fair price,” “moratorium,” “control share acquisition” or any other anti-takeover statute or law.

          (x) Information Supplied. None of the information supplied or to be supplied by the Company, the Partnership or any of their respective Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to the Common Shareholders and Preferred Shareholders or at the time of the Special

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Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement and any and all other documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based solely on information supplied by Parent, REIT Merger Sub, OP Holdco or OP Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement.

          (y) Brokers’ Fees. With the exception of UBS, neither the Company, the Partnership nor any of their respective Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

          (z) Opinion of Financial Advisor. The Board of Directors of the Company has received the opinion of UBS, the Company’s financial advisor, to the effect that, as of the date of such opinion and based upon and subject to the matters set forth in such opinion, the Consideration (as such term is defined in such opinion) is fair, from a financial point of view, to the holders of Common Shares (other than holders of Common Shares who are proposing to acquire, or are affiliates of entities proposing to acquire, any of the Excluded Properties and their respective affiliates).

          (aa) Insurance. The Disclosure Schedule identifies all insurance policies maintained by the Company or any of its Subsidiaries as of the date of this Agreement. There is no claim by the Company, the Partnership or any of their respective Subsidiaries under any such insurance policies which (x) have been denied or disputed or covered under reservation of rights by the insurer; and (y) would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. All such insurance policies are in full force and effect; all premiums due and payable thereunder have been paid in full; and no notice of cancellation, non-renewal or termination has been received by the Company or its Subsidiaries with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation or termination.

     3.2 Representations and Warranties of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub. Parent, REIT Merger Sub, OP Holdco and OP Merger Sub jointly and severally represent and warrant to the Company and the Partnership as follows as of the date of this Agreement.

          (a) Organization. Each of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub is a corporation or limited liability company validly existing and in good standing under the laws of the jurisdiction in which it was organized. Each of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub is duly authorized to conduct its business and is in good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the lack of such qualification would not have a material adverse effect on the ability of Parent, REIT Merger Sub,

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OP Holdco or OP Merger Sub to consummate the transactions contemplated hereby. Each of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub has full corporate or limited liability company power and authority and all licenses, permits and authorizations necessary to carry on the business in which it is engaged and to own and use the properties owned and used by it except where the failure to have such licenses, permits and authorizations would not have a material adverse effect on the ability of Parent, REIT Merger Sub, OP Holdco or OP Merger Sub to consummate the transactions contemplated hereby.

          (b) Authority. Each of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub has all requisite corporate or limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action on the part of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub. This Agreement has been duly executed and delivered by Parent, REIT Merger Sub, OP Holdco and OP Merger Sub and constitutes a valid and binding obligation of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub, enforceable against each in accordance with its terms.

          (c) No Conflicts. The execution and delivery of this Agreement do not, and the consummation by Parent, REIT Merger Sub, OP Holdco and OP Merger Sub of the transactions contemplated hereby in accordance with the terms of this Agreement will not, result in a default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation under, (i) any provision of the articles of incorporation or code of regulations or analogous governing documents of Parent, REIT Merger Sub, OP Holdco or OP Merger Sub or (ii) any material agreement, indenture, instrument, order, judgment or decree applicable to Parent, REIT Merger Sub, OP Holdco or OP Merger Sub or their respective properties or assets, other than any such violations, defaults, terminations, cancellations or accelerations which individually or in the aggregate would not have a material adverse effect on the ability of Parent, REIT Merger Sub, OP Holdco or OP Merger Sub to consummate the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Parent, REIT Merger Sub, OP Holdco or OP Merger Sub in connection with the execution and delivery of this Agreement or the consummation by Parent, REIT Merger Sub, OP Holdco or OP Merger Sub of the transactions contemplated hereby, except for (i) the filing by REIT Merger Sub of the REIT Merger Certificate with the Secretary of State of Ohio and appropriate documents with the relevant authorities of other states in which REIT Merger Sub is qualified to do business, (ii) the filing by OP Merger Sub of the OP Merger Certificate with the Secretary of State of Ohio and appropriate documents with the relevant authorities of other states in which OP Merger Sub is qualified to do business and (iii) any such consent, approval, order, authorization, registration, declaration or filing that the failure to obtain or make would not have a material adverse effect on the ability of Parent, REIT Merger Sub, OP Holdco or OP Merger Sub to consummate the transactions contemplated hereby.

          (d) Transaction Financing. Parent, REIT Merger Sub, OP Holdco and OP Merger Sub have delivered to the Company a fully executed (i) commitment letter from Citigroup Global Markets Realty Corp., dated May 12, 2006, providing the detailed terms and conditions upon which Citigroup Global Markets Realty Corp. has committed to provide the

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entire debt portion of the financing required to consummate the transactions contemplated by this Agreement (the “Commitment Letter” and the financing, the “Debt Financing”) and (ii) Guaranty, pursuant to which the Guarantor has agreed to make capital calls to its partners to provide the entire equity portion of the financing required to consummate the transactions contemplated by this Agreement and to guarantee Parent’s obligations under this Agreement up to $135,000,000. The Guaranty is valid and in full force and effect, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of Guarantor under the Guaranty.

          (e) Solvency. Immediately after giving effect to the transactions contemplated by this Agreement and the closing of any financing to be obtained by Parent, REIT Merger Sub, OP Holdco or OP Merger Sub in order to effect the transactions contemplated by this Agreement, each of Parent, REIT Merger Sub, the Surviving Corporation, OP Holdco, OP Merger Sub and the Surviving Partnership will be able to pay its debts as they become due and will own property having a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement and the closing of any financing to be obtained by Parent, REIT Merger Sub, OP Holdco or OP Merger Sub in order to effect the transactions contemplated by this Agreement, each of Parent, REIT Merger Sub, the Surviving Corporation, OP Holdco, OP Merger Sub and the Surviving Partnership will have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement and the closing of any financing to be obtained by Parent, REIT Merger Sub, OP Holdco or OP Merger Sub in order to effect the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Parent, REIT Merger Sub, the Surviving Corporation, OP Merger Sub, OP Holdco or the Surviving Partnership.

          (f) Litigation. There are no actions, suits, proceedings, orders, investigations or claims pending or, to the knowledge of Parent, REIT Merger Sub, OP Holdco or OP Merger Sub, threatened against Parent, REIT Merger Sub, OP Holdco or OP Merger Sub at law or in equity, or before or by any Governmental Entity which could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

          (g) Brokers’ Fees. Neither Parent nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Company or its Subsidiaries could become liable or obligated. Parent has retained only RBC Capital Markets Corporation to advise Parent in connection with the transactions contemplated hereby.

          (h) Information to be Disclosed. None of the information supplied or to be supplied by Parent, REIT Merger Sub, OP Holdco or OP Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to the Common Shareholders and Preferred Shareholders or at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

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ARTICLE IV

COVENANTS OF THE PARTIES

     The Parties agree as follows with respect to the period from and after the execution of this Agreement.

     4.1 Mutual Covenants.

          (a) General. Each of the Parties shall use all reasonable efforts to take all action and to do all things necessary, proper or advisable to consummate and make effective as soon as practicable the transactions contemplated by this Agreement (including satisfying the conditions precedent to the Mergers).

          (b) Governmental Matters. Each of the Parties shall take any additional action that may be necessary, proper or advisable in connection with any notices to, filings with, and authorizations, consents and approvals of Governmental Entities that it may be required to give, make or obtain.

          (c) Proxy Statement. The Company shall (i) as promptly as practicable prepare and file with the SEC, after providing Parent with a reasonable opportunity to review and comment thereon, (ii) have cleared by the SEC and (iii) mail to its Common Shareholders and Preferred Shareholders a proxy statement and to its Common Shareholders a form of proxy with respect to the Special Meeting in connection with the REIT Merger (such proxy statement and the form of proxy, including all amendments, supplements, or modifications thereto, is herein referred to as the “Proxy Statement”). The Proxy Statement shall comply in all material respects with the Exchange Act and shall include all information and statements which any Party shall reasonably believe to be necessary for inclusion therein. The Company agrees that none of the information concerning or related to the Company or any of its Subsidiaries or any of the Company Properties contained or incorporated by reference in the Proxy Statement will, at the date it is first mailed to the shareholders of the Company and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Company shall use reasonable efforts to obtain and furnish the information required to be included in the Proxy Statement, promptly inform Parent of the receipt of comments from the SEC, and respond promptly, after review and comment by Parent, to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof. Parent shall as expeditiously as practicable supply all information concerning itself, REIT Merger Sub, OP Holdco and OP Merger Sub and their directors, officers, shareholders and Affiliates as reasonably may be requested by the Company in connection with the preparation of the Proxy Statement. Whenever any event occurs, or there is any change in facts, which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company on the one hand, and Parent on the other hand, shall promptly inform the other of such occurrence with respect thereto and, promptly after review and comment thereon by Parent, the Company shall file with the SEC and/or mail to the Common Shareholders and Preferred Shareholders, such amendment or supplement to the Proxy Statement.

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     4.2 Covenants of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub.

          (a) Indemnification and Insurance.

               (i) Parent shall, and shall cause the Surviving Corporation and the Surviving Partnership to, jointly and severally, honor all the Company’s and its Subsidiaries’ obligations to indemnify (including any obligations to advance funds for expenses) the current and former directors and officers of the Company and any of its Subsidiaries (an “Indemnified Party”) for acts or omissions by such Indemnified Parties occurring prior to the Effective Time of the Mergers to the extent that such obligations of the Company and such Subsidiaries exist on the date of this Agreement, whether pursuant to the Company Articles, the Company Regulations, the Partnership Agreement, individual indemnity agreements or otherwise, and such obligations shall survive the Mergers and shall continue in full force and effect in accordance with the terms of such Company Articles, Company Regulations, Partnership Agreement and individual indemnity agreements (all as in effect on the date hereof) from the Effective Time of the Mergers until the expiration of the applicable statute of limitations with respect to any claims against such Indemnified Parties arising out of such acts or omissions.

               (ii) From and after the Effective Time of the Mergers, to the fullest extent permitted by law, Parent shall, and shall cause the Surviving Corporation and the Surviving Partnership to, indemnify, defend and hold harmless the Indemnified Parties against all losses, claims, damages, liabilities, fees and expenses (including attorneys’ fees and disbursements), judgments, fines and amounts paid in settlement (in the case of settlements, with the approval of the indemnifying party (which approval shall not be unreasonably withheld)) (collectively, “Losses”), as incurred (payable monthly upon written request which request shall include reasonable evidence of the Losses set forth therein) to the extent arising from, relating to, or otherwise in respect of, any actual or threatened action, suit, proceeding or investigation, in respect of actions or omissions occurring at or prior to the Effective Time of the Mergers in connection with such Indemnified Party’s duties as an officer or director of the Company or any of its Subsidiaries, including with respect to this Agreement, the Mergers and the other transactions contemplated by this Agreement; provided, however, that an Indemnified Party shall not be entitled to indemnification under this Section 4.2(a)(ii) for Losses arising out of actions or omissions by the Indemnified Party constituting (A) a material breach of this Agreement or (B) criminal conduct; provided, further that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent and, provided further, that if Parent or the Surviving Corporation advances or pays any amount to any Person under this paragraph (ii) and if it shall thereafter be finally determined by a court of competent jurisdiction that such Person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such Person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law

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firm to represent them with respect to each matter, except to the extent that under applicable standards of professional conduct such counsel would have a conflict representing such Indemnified Party or Indemnified Parties or any Indemnified Party shall have reasonably concluded that there may be legal defenses available to that Indemnified Party that are not available to other Indemnified Parties, in which case such Indemnified Party shall have the right to separate counsel to assert such defenses and otherwise participate in the defense of such Indemnified Party.

               (iii) At or prior to the Effective Time of the Mergers, Parent shall purchase extended reporting or “tail” coverage directors’ and officers’ liability insurance, in form and substance acceptable to the Company, for the Company’s and each Subsidiary’s directors and officers for a period of six years after the Effective Time. The insurance shall be in the aggregate amount of $20,000,000 and consist of a policy providing $10,000,000 of primary coverage and a policy providing $10,000,000 of “Side A” excess coverage; provided, however, that Parent and the Surviving Corporation shall not be required to expend for such insurance an amount in excess of $750,000; and provided, further, that if the premium of such insurance coverage exceeds such amount, Parent shall be obligated to obtain a policy with the best coverage available, in the reasonable judgment of the Company, for a cost not exceeding such amount.

               (iv) This Section 4.2(a) is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Surviving Corporation and the Surviving Partnership. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 4.2(a), each of which such covenants shall survive the Closing Date.

               (v) In the event that the Surviving Corporation or the Surviving Partnership or any of its successors or assigns (A) consolidates with or merges into any other Person after the Effective Time and shall not be the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys a majority of its properties and assets to any Person after the Effective Time, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation or the Surviving Partnership, as the case may be, assume the obligations set forth in this Section 4.2(a).

          (b) Benefit Plans.

               (i) From and after the Effective Time of the Mergers, Parent and the Surviving Corporation shall, and shall cause their Subsidiaries to, honor in accordance with their respective terms (as in effect on the date hereof) all the employment, retention, severance, termination, change of control and deferred compensation agreements and plans of the Company and its Subsidiaries (the “Retention Plans”).

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               (ii) The participation by employees of the Company and its Subsidiaries in employee benefits plans, programs or arrangements sponsored by BMC shall terminate effective as of the Closing Date. Effective as of the Closing Date, Parent shall provide, or cause its Subsidiaries to provide, group health plan continuation coverage that is comparable to the group health plan continuation coverage provided for under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and Sections 601 through 608 of ERISA (“Group Health Continuation Coverage”) (as applied without regard to the exception for small-employer plans under Treasury Regulation Section 54.4980B-2) to all employees and former employees of the Company and its Subsidiaries and their dependents who, as of the Closing Date, have coverage under a BMC group health plan or are eligible to elect to receive Group Health Continuation Coverage under a BMC group health plan.

          (c) Financing. Parent shall use all commercially reasonable efforts to arrange the Debt Financing on the terms and conditions described in the Commitment Letter, including using such efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein and (ii) to satisfy all conditions applicable to Parent, REIT Merger Sub, OP Holdco and OP Merger Sub in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent shall use such efforts to arrange to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event. For the avoidance of doubt, if the Debt Financing (or any alternative financing) has not been obtained, Parent, REIT Merger Sub, OP Holdco and OP Merger Sub shall continue to be obligated to consummate the Mergers on the terms contemplated by this Agreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 5.1, 5.2 and 5.3 of this Agreement and to Parent’s rights under Sections 6.1 and 6.2, regardless of whether Parent, REIT Merger Sub, OP Holdco and OP Merger Sub have complied with all of their other obligations under this Agreement (including their obligations under this Section 4.2(c)).

     4.3 Covenants of the Company.

          (a) Shareholder Meeting; Recommendation. As soon as practicable after the date of this Agreement, except to the extent permitted in Section 4.3(b), the Company shall duly call, give notice of and convene a meeting of its Common Shareholders and Preferred Shareholders (the “Special Meeting”) in accordance with the OGCL, the Company Articles and the Company Regulations for the Common Shareholders to consider and vote upon adoption of this Agreement and the REIT Merger. Except to the extent permitted in Section 4.3(b), the Proxy Statement shall contain the recommendation of the Board of Directors of the Company in favor of the REIT Merger, and the Board of Directors of the Company shall recommend that the Common Shareholders vote to adopt this Agreement and the REIT Merger.

          (b) No Solicitation by the Company.

               (i) From the date of this Agreement until the earlier of the Effective Time or the date of termination of this Agreement pursuant to Section

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6.1 or 6.2(a), the Company shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or knowingly permit any officer, director or employee of or any investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries to, (A) solicit, initiate or knowingly encourage, or take any other action designed to, or that could reasonably be expected to facilitate, any inquiries or offers with respect to, or that reasonably may be expected to lead to, the submission of any Company Takeover Proposal, (B) enter into any agreement with respect to any Company Takeover Proposal or (C) provide any non-public information regarding the Company and its Subsidiaries to any third party or engage in any negotiations or substantive discussions in connection with any Company Takeover Proposal; provided, however, that prior to receipt of the Company Shareholder Approval, the Company may, in response to a Company Takeover Proposal that was not solicited by the Company and did not otherwise result from a breach of this Section 4.3(b), subject to the execution by the Person making the Company Takeover Proposal of a confidentiality agreement no less favorable to the Company than the Confidentiality Agreement executed by Parent, provide any non-public information regarding the Company and its Subsidiaries to any third party or engage in any negotiations or substantive discussions with such Person regarding any Company Takeover Proposal, in each case only if the Company’s Board of Directors determines in good faith, after consultation with counsel and its financial advisors, that such actions could reasonably be expected to result in a Company Superior Proposal. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any of its Subsidiaries or any officer, director or employee of or investment banker, attorney, accountant or other advisor or representative of, the Company or any of its Subsidiaries, with any Persons conducted heretofore with respect to any of the foregoing and, subject to the terms of any applicable confidentiality agreements between such Persons and the Company or any of its Subsidiaries, require any such Persons to return to the Company or destroy any confidential information previously provided to such Persons, and any such Persons shall be denied access to any electronic dataroom or similar access to confidential information relating to the Company or any of its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company and its Subsidiaries and their officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives may solicit proposals, enter into agreements and take any other action necessary or desirable to enable the Company or its Subsidiaries to dispose of their interests in each of the Excluded Assets, and no inquiry, proposal or offer from any Person with respect solely thereto shall constitute a Company Takeover Proposal.

               (ii) From the date of this Agreement until the earlier of the Effective Time or the date of termination of this Agreement pursuant to Section 6.1 or 6.2(a), neither the Board of Directors of the Company nor any committee thereof shall (A) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Parent, REIT Merger Sub, OP Holdco or OP Merger Sub,

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the approval by such Board of Directors or such committee of this Agreement or the Mergers or (B) approve or recommend, or propose publicly to approve or recommend, any Company Takeover Proposal. Notwithstanding the foregoing, at any time after the date hereof and prior to receipt of the Company Shareholder Approval, (X) in response to a Company Takeover Proposal which was not solicited by the Company or any of its Affiliates or advisors, the Board of Directors of the Company and the Partnership may terminate this Agreement and cause the Company to enter into an agreement with respect to any Company Superior Proposal, but only if the Company’s Board of Directors determines in good faith, after consultation with counsel, that failing to take any such action would result in a breach of the directors’ duties and only at a time that is after the fifth business day following the Company’s delivery to Parent of written notice advising Parent that the Board of Directors of the Company is prepared to accept a Company Superior Proposal, specifying the material terms and conditions of such Company Superior Proposal and identifying the Person making such Company Superior Proposal, and only after irrevocably directing payment of the Termination Fee specified in Section 6.3(b), and (Y) the Board of Directors of the Company may withdraw or modify in a manner adverse to Parent its recommendation to the Common Shareholders that they give the Company Shareholder Approval, but only if and to the extent that the Company’s Board of Directors determines in good faith, after consultation with counsel, that failing to take any such action would result in a breach of the fiduciary duties of the Company’s Board of Directors. Notwithstanding anything to the contrary contained herein, the Company shall not exercise its right to terminate this Agreement and the Board of Directors shall not recommend a Company Superior Proposal to the Common Shareholders or withdraw or modify in a manner adverse to Parent its recommendation to the Common Shareholders pursuant to this Section 4.3(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that the Company or its Board of Directors intends to take such action with respect to a Company Superior Proposal, specifying in reasonable detail the material terms and conditions of the Company Superior Proposal, such notice to be delivered not less than five Business Days prior to the time the action is taken, and, during this five Business Day period, the Company and its advisors shall have negotiated in good faith with Parent to make such adjustments in the terms and conditions of this Agreement such that such Company Takeover Proposal would no longer constitute a Company Superior Proposal.

               (iii) The Company promptly shall advise Parent orally and within 24 hours in writing of the receipt of any Company Takeover Proposal or the request for any non-public information relating to the Company or any of its Subsidiaries or for access to the properties, books or records of the Company or any Subsidiary by any Person that informs the Board of Directors of the Company or such Subsidiary that it is considering making or has made a Company Takeover Proposal. The Company promptly shall advise Parent of the identity of the Person making any such Company Takeover Proposal and of the material terms of any such Company Takeover Proposal and of any changes thereto. The

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Company promptly shall advise Parent orally and within 24 hours in writing of the commencement of any discussions with any third party or its representatives regarding a Company Takeover Proposal by such third party and any material change in the status thereof, including whether any such Company Takeover Proposal has been rejected or withdrawn.

               (iv) Nothing contained in this Section 4.3(b) or in Sections 4.1(c) or 7.2 shall prohibit the Company or its Board of Directors from taking and disclosing to the shareholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any other disclosure to the shareholders if, in the good faith judgment of the Company’s Board of Directors after consultation with outside counsel, the failure so to disclose could be inconsistent with its obligations under applicable law.

          (c) Access; Transition Meetings; Reports.

               (i) Subject to applicable confidentiality obligations of the Company and its Subsidiaries and the terms of the letter agreement between Westmont USA Development, Inc. and the Company, dated November 10, 2005 (the “Confidentiality Agreement”), from and after the date of this Agreement until the Effective Time (or the termination of this Agreement), the Company shall permit representatives of Parent to have reasonable access during customary business hours, and in a manner so as not to interfere with the normal business operations of the Company, to all premises, properties, books, records, contracts, tax records and documents of or pertaining to the Company and its Subsidiaries.

               (ii) Parent and the Company shall form a transitional working group, comprised of the persons set forth on Section 4.3(c)(ii) of the Disclosure Schedule, which shall meet (in person or by conference call) periodically (and no less frequently than monthly) prior to the Closing to discuss transitional matters relating to the Company and the Company Properties. The Company shall deliver to Parent copies of any financial reports provided to the Company or any of its Subsidiaries by the management company for the Company Properties in the ordinary course of business relating to the operations of the Company and the Company Properties other than the Excluded Properties. The Company shall organize periodic (and no less frequently than monthly) in person or telephonic meetings between representatives of Parent and the management company for the Company Properties, and shall, upon the reasonable request of Parent, use its commercially reasonable efforts to cause the general managers (or persons performing similar functions) of the Company Properties to meet with representatives of Parent. Each meeting will be held at a time mutually agreeable to Parent and the Company. As part of such meetings, subject to the provisions of this Section 4.3(c) and applicable law, Parent and its representatives shall be permitted to inquire as to, and management of the Company and its Subsidiaries and the Company shall undertake commercially reasonable efforts to respond with respect to, all material matters relating to the Company, its Subsidiaries and the Company Properties.

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          (d) Notices. Each of the Company and the Partnership shall give Parent prompt notice, (i) if any representation or warranty made by it contained in this Agreement that is qualified as to materiality becomes untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becomes untrue or inaccurate in any material respect or (ii) of any event, circumstance or condition which would reasonably be expected to result in the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties hereto or the conditions to the obligations of the parties under this Agreement.

          (e) Rights Agreement. Except as provided in Section 3.1(v) or as requested in writing by Parent, prior to the Special Meeting, the Board of Directors of the Company shall not amend the Rights Agreement or redeem the Company Rights.

          (f) Incentive Options, Restricted Common Shares and Share Units.

               (i) Prior to the REIT Effective Time, the Board of Directors of the Company shall adopt resolutions by written action to:

                    (A) provide that each In the Money Option granted under the Long-Term Incentive Plan that is outstanding immediately prior to the REIT Effective Time (whether vested or unvested) shall be canceled as of the REIT Effective Time in exchange for a lump sum cash payment from Parent to the holder of such In the Money Option in an amount equal to the excess, if any, of $11.00 over the applicable per share exercise price for such In the Money Option;

                    (B) provide that each Incentive Option that is outstanding immediately prior to the REIT Effective Time that is not an In the Money Option shall be cancelled and no consideration shall be paid or issued in respect thereof; and

                    (C) vest and make transferable all restricted Common Shares granted under the Long-Term Incentive Plan.

               (ii) (A) The Company has adopted the Boykin Lodging Company Directors’ Deferred Compensation Plan (the “Share Unit Plan”) pursuant to which eligible directors may elect to defer payment of fees and credit such fees to an account (the “Share Unit Account”) consisting of units that are equivalent in value to Common Shares (“Share Units”). The Company shall take all actions necessary so that all Share Units outstanding immediately prior to the REIT Effective Time under all Share Unit Accounts, except for those Share Unit Accounts allocated to installment payments which have commenced but have not been completed prior to the REIT Effective Time, shall be canceled as of the REIT Effective Time in exchange for a lump sum cash payment from Parent equal to the product of (1) the Common Share Merger Consideration plus the

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aggregate REIT Dividend Per Share Amount and (2) the number of Share Units in such holder’s Share Unit Account outstanding immediately prior to the REIT Effective Time.

                    (B) The Company shall take all actions necessary so that all Share Unit Accounts in installment payment status immediately prior to the REIT Effective Time shall be distributed by the Company pursuant to the “Change of Control” provisions contained in paragraph 7 of the Share Unit Plan in the form of a lump sum cash payment from Parent.

               (iii) All cash amounts payable under Sections 4.3(f)(i) and (ii) shall be subject to any required tax withholdings and shall be paid at Closing immediately following the REIT Effective Time.

               (iv) The Company shall take such actions as are necessary to cause dispositions of Company equity securities (including derivative securities) pursuant to the transactions contemplated by this Agreement by each individual that is an officer or director of the Company to be exempt from Section 16(b) of the Exchange Act under Rule 16b-3 under the Exchange Act in accordance with the Rule 16b-3 No-Action Letter.

          (g) Operation of Business. During the period from the date of this Agreement to the Effective Time, the Company, the Partnership and their respective Subsidiaries shall conduct their operations in the Ordinary Course of Business and shall use all reasonable efforts, and be permitted to take all actions necessary, to maintain and preserve their business organizations and the Company’s status as a REIT within the meaning of the Code. Without limitation of the foregoing, the Company, the Partnership and their respective Subsidiaries shall, except as set forth in Section 4.3(g) of the Disclosure Schedule or as may be necessary to maintain the Company’s status as a REIT:

(i) not (A) amend or propose to amend their respective articles of incorporation or bylaws or equivalent constitutional documents, (B) split, combine or reclassify their outstanding capital stock or other equity interests, (C) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise, except for the payment of dividends or distributions to the Company or a wholly owned Subsidiary of the Company by a direct or indirect wholly owned Subsidiary of the Company or (D) repurchase, redeem or otherwise acquire, or modify or amend, any shares of the capital stock or other equity interests of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;

(ii) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of, their capital stock of any class or any debt or equity securities convertible into

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or exchangeable for such capital stock, or any Share Units or similar instruments, except that the Company may issue shares upon the exercise of options and redemption of Common Units outstanding on the date hereof;

(iii) not (A) incur or become contingently liable with respect to any indebtedness for borrowed money other than (1) borrowings in the Ordinary Course of Business, and (2) borrowings to refinance existing outstanding indebtedness on terms which are reasonably acceptable to Parent; provided that in no event shall aggregate indebtedness of the Company and its Subsidiaries, net of all cash and cash equivalents, exceed $180,000,000, (B) make any acquisition of any assets or businesses other than expenditures for current assets in the Ordinary Course of Business and expenditures for fixed or capital assets in the Ordinary Course of Business, (C) sell, pledge, dispose of or encumber any assets or businesses other than (1) sales of the Excluded Assets in accordance with the terms of the Excluded Property Contracts, (2) sales or dispositions of businesses or assets as may be required by applicable law and (3) sales or dispositions of assets in the Ordinary Course of Business, or (D) enter into any binding contract, agreement, commitment or arrangement with respect to any of the foregoing;

(iv) use all reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective present officers and key employees, and preserve the goodwill and business relationships with customers and others having business relationships with them, other than as expressly permitted by the terms of this Agreement;

(v) not enter into, amend, modify or renew any employment, consulting, severance, indemnification or similar agreements with, pay any bonus or grant any increase in salary, wage or other compensation or any increase in any employee benefit to, any directors, officers or employees of the Company or its Subsidiaries, except in each such case (A) as may be required by applicable law (B) to satisfy obligations existing as of the date hereof or (C) in the Ordinary Course of Business or hire any additional employees except in the Ordinary Course of Business;

(vi) not enter into, establish, adopt, amend or modify any pension, retirement, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare plan, agreement, program or arrangement, in respect of any directors, officers or employees of the Company or its Subsidiaries, except, in each such case

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(A) as may be required by applicable law or pursuant to the terms of this Agreement, (B) to satisfy obligations existing as of the date hereof, including pursuant to any collective bargaining agreement or (C) in the Ordinary Course of Business;

(vii) not make capital expenditures or enter into any binding commitment or contract to make capital expenditures, except (A) capital expenditures which the Company or its Subsidiaries are currently committed to make, (B) capital expenditures consistent with the amounts set forth in Section 4.3(g)(vii) of the Disclosure Schedule and the Company’s consolidated capital spending budget (a copy of which for fiscal year 2006 has been delivered to Parent prior to the date hereof), (C) capital expenditures for emergency repairs and other capital expenditures necessary in light of circumstances not anticipated as of the date of this Agreement which are necessary to avoid significant disruption to the Company’s business or operations consistent with past practice (and, if reasonably practicable, after consultation with Parent), or (D) repairs and maintenance in the Ordinary Course of Business;

(viii) not change in any material manner any of its methods, principles or practices of accounting in effect at December 31, 2005, except as may be required by the SEC, applicable law or GAAP;

(ix) not make, change or revoke any material Tax election unless required by law or make any agreement or settlement with any taxing authority regarding any material amount of Taxes or which would reasonably be expected to materially increase the obligations of the Company or the Partnership or the Surviving Corporation or the Surviving Partnership to pay Taxes in the future;

(x) not authorize the manager of any of the Company Properties to take any action under any of the relevant management agreements requiring the consent of the owner of such Company Properties without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, except for actions otherwise permitted hereunder;

(xi) instruct the manager of each of the Company Properties to operate and maintain each of such Company Properties in a manner that is substantially the same manner in which it is currently being operated and maintained;

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(xii) not enter into, terminate or amend any Material Contract (including any Excluded Property Contract) except in the Ordinary Course of Business and except for amendments to the Employee Benefit Plans required by applicable law and not enter into, terminate or amend any Contract (including any Excluded Property Contract) with any of its Affiliates or any management agreement relating to any of the Company Properties, in each case, without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed;

(xiii) maintain, or cause to be maintained, all existing insurance carried on the Company Properties except with Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed;

(xiv) not enter into any agreement or authorize any Person (including the manager of any of the Company Properties) to take any of the foregoing prohibited actions;

(xv) not settle or compromise any material litigation or waive, release or assign any material rights or claims without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and

(xvi) not authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of the Company or any Subsidiary of the Company.

Notwithstanding anything to the contrary contained herein and in addition to the other matters permitted by this Section 4.3(g), the Company and its Subsidiaries shall be permitted to (i) pay prior to the Effective Time of the Mergers, if earned based on the determination of the Compensation Committee of the Board of Directors of the Company, annual bonuses to employees of the Company and its Subsidiaries with respect to any fiscal year, whether or not the Effective Time of the Mergers occurs prior to the end of such fiscal year; provided such bonuses are consistent with amounts paid in previous years, (ii) purchase letters of credit to secure the obligations of the Company and its Subsidiaries under all Retention Plans, (iii) terminate, and release all obligations under, at the Effective Time of the Mergers each Guaranty, dated November 4, 2001, executed by a Limited Partner in favor of the Company guaranteeing the obligations of the Partnership to the Company under the Intercompany Note, (iv) take such actions as are necessary or desirable to enable the Company and its Subsidiaries to dispose of an Excluded Asset in accordance with the terms of the Excluded Property Contracts, (v) subject to Parent’s reasonable approval, consent to BMC’s entry into a collective bargaining agreement with BMC employees at the DoubleTree Berkeley Marina, (vi) authorize, declare and pay the REIT Dividend as contemplated by Section 4.3(k), (vii) make distributions in accordance with the terms of the Partnership Agreement necessary to enable the Company to pay the REIT Dividend and incur indebtedness if necessary to fund such distributions (it being understood that

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no such dividend or distribution shall be paid upon or accrued with respect to any Share Unit other than the payment contemplated by Section 4.3(f)(ii)), (viii) issue Common Shares in connection with the redemption of Common Units pursuant to the Partnership Agreement, (ix) authorize, declare and pay regular dividends on the outstanding Series 2002-A Preferred Shares and (x) take any actions contemplated by Section 4.3(f).

          (h) Control of the Company’s Operations. Nothing contained in this Agreement shall give to Parent, directly or indirectly, rights to control or direct the Company’s operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations.

          (i) Cooperation with Financing. Each of the Company and the Partnership shall, and shall cause their respective Subsidiaries, directors, officers, employees, accountants and agents to, cooperate with Parent in connection with any debt or equity financing undertaken in connection with the transactions contemplated hereby (the “Financing”) and use their commercially reasonable efforts to take all actions reasonably requested by Parent in connection therewith, including (a) providing such financial and other information as Parent may reasonably request, subject to applicable Laws, for inclusion in any offering memorandum or other document relating to the Financing (each, a “Parent Financing Document”) and (b) making appropriate personnel available (upon reasonable advance notice to permit scheduling) to discuss matters relating to the Company, the Partnership and their respective Subsidiaries that Parent proposes to include in any Parent Financing Document and to attend and make presentations to prospective investors or lenders regarding the business of the Company and the Partnership. If at any time prior to the Effective Time, the Company shall learn that any information pertaining to the Company, the Partnership or any of their respective Subsidiaries contained (or incorporated by reference) in, or omitted from, a Parent Financing Document, copies of which shall previously have been provided to Parent, makes any of the statements therein false or misleading, the Company shall promptly inform Parent thereof and use its commercially reasonable efforts to promptly provide Parent with all information necessary to correct any such false or misleading statement and make the statements contained in Parent Financing Documents not false or misleading. Notwithstanding the foregoing, none of the Company, the Partnership or any Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. If this Agreement is terminated, Parent shall, promptly upon request by the Company or the Partnership, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company, the Partnership or any Subsidiary in connection with such cooperation. Parent, REIT Merger Sub, OP Holdco and OP Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Partnership and any Subsidiary and their respective directors, officers, employees, accountants and agents for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical information relating to the Company, the Partnership or any Subsidiary).

          (j) Waiver of Ownership Limitation by Company. The Company shall waive any ownership limitation in the Company Articles that could adversely affect Parent’s ownership of the Company’s Common Shares following the Mergers, subject to the

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Company’s receipt of a legal opinion of Parent’s counsel in the form previously agreed to the Company to the effect required in the Company Articles.

          (k) REIT Dividend. The Company shall authorize, declare and pay one or more dividends (the “REIT Dividend”) in respect of the Common Shares in an aggregate amount equal to the minimum dividend necessary in such period to avoid (i) jeopardizing its status as a REIT under the Code, and (ii) the imposition of income tax under Section 857(b) of the Code and the imposition of excise tax under Section 4981 of the Code. The Partnership shall use (i) proceeds from the disposition of the Excluded Assets, (ii) cash on hand or (iii) indebtedness to fund the distributions in accordance with the Partnership Agreement necessary to enable the Company to pay the REIT Dividend. The final REIT Dividend will be paid no later than one day prior to the Closing. If a number of Common Units are surrendered as payment of the purchase price under the Excluded Property Contracts (other than the Marco Agreement), such Common Units shall be deemed outstanding for purposes of calculating the distributions required by the Partnership to enable the payment of the REIT Dividend, but shall not be deemed outstanding for purposes of calculating the merger consideration payable under this Agreement.

          (l) Excluded Properties. The Company and its Subsidiaries shall use all reasonable efforts to take all action and to do all things necessary, proper or advisable to consummate prior to the Effective Time the transactions contemplated by the Excluded Property Contracts in accordance with the terms of the Excluded Property Contracts.

ARTICLE V

CONDITIONS PRECEDENT TO THE MERGERS

     5.1 Mutual Conditions. The obligations of each of the Parties to consummate the Mergers shall be subject to fulfillment of the following conditions precedent:

          (a) The Company Shareholder Approval shall have been obtained; and

          (b) No temporary restraining order or preliminary or permanent injunction or other order or decree which prevents the consummation of either of the Mergers shall have been issued and remain in effect (each Party agreeing to use its commercially reasonable best efforts to cause any such injunction, order or decree to be lifted), and no statute, rule or regulation shall have been enacted by any state or federal Governmental Entity which would prevent the consummation of either of the Mergers.

     5.2 Additional Conditions to Obligations of the Company and the Partnership. The obligation of the Company and the Partnership to effect the Mergers shall also be subject to the fulfillment of the following conditions:

          (a) The representations and warranties of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub set forth in Article III shall be true and correct (i) at and as of the date hereof and (ii) at and as of the Effective Time as though then made (except for changes permitted by or necessitated by compliance with this Agreement and except that representations and warranties made as of a specified date need be true and correct only as of the specified date),

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without giving effect to any materiality or Material Adverse Effect qualification, except where such failure of such representations or warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect.

          (b) Each of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time.

          (c) Each of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub shall have furnished to the Company a certificate executed by its respective chairman, president or any vice president dated the Closing Date in which such officer shall certify on behalf of Parent, REIT Merger Sub, OP Holdco or OP Merger Sub, as the case may be, that the conditions set forth in Sections 5.2(a) and 5.2(b) have been fulfilled.

     5.3 Additional Conditions to Obligations of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub. The obligations of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub to effect the Mergers shall also be subject to the fulfillment of the following conditions:

          (a) The representations and warranties of the Company set forth in Article III shall be true and correct (i) at and as of the date hereof and (ii) at and as of the Effective Time as though then made (except for changes permitted by or necessitated by compliance with this Agreement and except that representations and warranties made as of a specified date need be true and correct only as of the specified date), without giving effect to any materiality or Material Adverse Effect qualification, except where such failure of such representations or warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect.

          (b) Each of the Company and the Partnership shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by each of them hereunder at or prior to the Effective Time.

          (c) Each of the Company and the Partnership shall have furnished to Parent a certificate executed by, in the case of the Company, its chairman, president or any vice president or, in the case of the Partnership, its General Partner dated the Closing Date in which such officer or General Partner shall certify on behalf of the Company and the Partnership, respectively, that the conditions set forth in Sections 5.3(a) and 5.3(b) hereof have been fulfilled.

          (d) The Company shall have paid the REIT Dividend.

          (e) Baker & Hostetler LLP, counsel to the Company, shall have delivered to Parent an opinion, in the form previously agreed, regarding the qualification of the Company as a “real estate investment trust” under the Code.

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ARTICLE VI

TERMINATION

     6.1 Termination of Agreement. This Agreement may be terminated and the Mergers may be abandoned, whether before or after receipt of the Company Shareholder Approval, at any time prior to the Effective Time (or with respect to Section 6.1(i) in accordance with Section 6.2(a)) as provided below:

          (a) By mutual written agreement of the Company and Parent;

          (b) By the Company or Parent if the Mergers shall not have been consummated before December 21, 2006, unless extended by the Boards of Directors of the Company and the general partner of Parent (provided that the right to terminate this Agreement under this Section 6.1(b) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any material covenant or obligation under this Agreement has been the cause of or resulted in the failure of the Mergers to occur on or before such date);

          (c) By the Company or Parent if a court of competent jurisdiction or other Governmental Entity shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers;

          (d) By Parent or the Company, if the Company Shareholder Approval shall not have been obtained by reason of failure to obtain the required vote at the Special Meeting or at any adjournment or postponement thereof;

          (e) By the Company, if the Board of Directors of the Company shall have approved, and the Company shall promptly following such termination enter into, a definitive agreement providing for a Company Superior Proposal; provided that (i) the Company shall have complied with its obligations under Section 4.3(b); and (ii) the Company shall simultaneously make the payment required by Section 6.3;

          (f) By the Company, following a breach of any representation, warranty or covenant of Parent, REIT Merger Sub, OP Holdco or OP Merger Sub set forth in this Agreement, in any case such that the conditions set forth in Section 5.2(a) or 5.2(b), as the case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Parent;

          (g) By Parent, following a breach of any representation, warranty or covenant of the Company or the Partnership set forth in this Agreement, in either case such that the conditions set forth in Section 5.3(a) or 5.3(b), as the case may be, are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to the Company;

          (h) By Parent, if the Company’s Board of Directors shall have (i) withdrawn or modified in a manner adverse to Parent its recommendation to the Company’s Common Shareholders that they give the Company Shareholder Approval or (ii) approved or recommended any Company Takeover Proposal; or

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          (i) By Parent, pursuant to Section 6.2(a).

     6.2 Marco Agreement.

          (a) If prior to May 26, 2006, the purchaser of the Radisson Suite Beach Resort – Marco Island (the “Marco Purchaser” and the hotel, the “Marco Hotel”) pursuant to the Hotel Purchase Agreement, dated as of May 7, 2006, between the Marco Purchaser and Boykin Marco LLC, a Delaware limited liability company (the “Marco Agreement”), has not made the Additional Deposit (as defined in the Marco Agreement) with the escrow agent under the Marco Agreement, Parent shall have the right to (i) deliver a notice of termination to the Company (the “Marco Termination Notice”) on or prior to June 8, 2006, or (ii) remain obligated under the terms and subject to the conditions of this Agreement and, if the Effective Time occurs, retain any deposit made by the Marco Purchaser. If Parent does not deliver a Marco Termination Notice on or prior to June 8, 2006, Parent will not have the right to terminate this Agreement pursuant to this Section 6.2(a). Following receipt from Parent of a Marco Termination Notice, the Company shall have the right, by written notice to Parent, to accept the Marco Termination Notice, in which case this Agreement shall terminate as of the date of such acceptance. So long as the Company has not accepted the Marco Termination Notice, the Company shall have until July 7, 2006 to enter into an agreement or other arrangement for the sale or other disposition of the Marco Hotel, and if the Company enters into such an agreement or arrangement within such time period, the parties will negotiate in good faith concerning any increase or decrease in the consideration payable by Parent pursuant to this Agreement based on the terms of such new agreement or arrangement. If, by the date that is the earlier of July 12, 2006 and five (5) days after the Company enters into such new agreement or arrangement, the parties are unable to agree on the increase or decrease in the consideration payable by Parent pursuant hereto, this Agreement shall terminate as of such earlier date. If the Marco Purchaser makes the Additional Deposit or completes the purchase of the Marco Hotel pursuant to the terms of the Marco Agreement prior to termination of this Agreement pursuant to the preceding sentence, then Parent shall cease to have the right to deliver a Marco Termination Notice, any Marco Termination Notice that has been delivered previously shall be deemed to be rescinded automatically, and Parent shall cease to have any right to terminate this Agreement pursuant to this Section 6.2(a).

          (b) During the Standstill Period (as defined below), without the prior written consent of the Company, Parent agrees that it shall not, nor shall it permit any of its Subsidiaries, Westmont USA Development Inc. or its Affiliates or Cadim, Inc. to, contact, discuss, negotiate with or enter into any agreement with, any Person (including, without limitation, any franchisor, lender, customer or vendor of the Company, its Affiliates or its hotel operators or any Affiliate of such parties) regarding any aspect of the transactions contemplated hereunder or the business of the Company and its Subsidiaries, except for discussions with any lender or ground lessor from whom a consent is required to be obtained as a result of the transactions contemplated hereby and except for discussions with any actual or potential equity partner, lender, other potential financing source or advisor of Parent. The term “Standstill Period” means that period commencing immediately upon execution of the Merger Agreement and expiring upon the earlier to occur of (i) the termination of the Merger Agreement or (ii) the date on which Parent no longer has the right to terminate this Agreement pursuant to this Section 6.2. If Parent breaches or violates the covenant in this Section 6.2(b), then notwithstanding a

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termination of this Agreement pursuant to Section 6.2(a), Parent shall not be entitled under any circumstances to reimbursement of Expenses of any amount pursuant to Section 6.3(a) or a Termination Fee pursuant to Section 6.3(b).

     6.3 Effect of Termination.

          (a) If this Agreement is terminated pursuant to Section 6.1(d), 6.1(g) or 6.2(a) (but subject to the provisions of Section 6.2(b)), then the Company shall pay Parent an amount equal to the sum of Parent’s Expenses (not to exceed $3,500,000 in the aggregate with respect to a termination pursuant to Section 6.1(d) or 6.1(g) and not to exceed $2,000,000 in the aggregate with respect to a termination pursuant to Section 6.2(a)) for which Parent has not theretofore been reimbursed by the Company. “Expenses” means all reasonable out-of-pocket expenses (including, without limitation, all fees and expenses of financing sources, counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including the Financing. Payment of Parent’s Expenses pursuant to this Section 6.3(a) shall be made not later than five Business Days after delivery to the Company of notice of demand for payment and a documented itemization setting forth in reasonable detail all Expenses of Parent (which itemization may be supplemented and updated from time to time by Parent until the ninetieth day after Parent delivers such notice of demand for payment).

          (b) In the event that (i) any Person makes a Company Takeover Proposal on or before the date of the Special Meeting and thereafter this Agreement is terminated pursuant to Section 6.1(d) and within 12 months of the date of such termination the Company or the Partnership enters into an agreement providing for, or consummates, a Company Takeover Proposal, (ii) this Agreement is terminated pursuant to Section 6.1(h), (iii) this Agreement is terminated by the Company pursuant to Section 6.1(e) or (iv) this Agreement is terminated by Parent pursuant to Section 6.1(g) and within 12 months of the date of such termination the Company enters into an agreement providing for, or consummates, a Company Takeover Proposal, then the Company shall pay to Parent a fee of $8,000,000 (the “Termination Fee”), minus the amount, if any, previously paid pursuant to Section 6.3(a), which amount shall be payable by wire transfer of same day funds, in the case of the foregoing clauses (i) or (iv), on the date of the consummation of such Company Takeover Proposal, and in the case of clause (ii) or (iii), on the date of termination of this Agreement. In no event shall the Termination Fee be paid to Parent pursuant to this Agreement if Parent delivers a Marco Termination Notice or if Parent breaches the covenant contained in Section 6.2(b).

          (c) It is expressly agreed that the Termination Fee to be paid pursuant to this Section 6.3 constitutes liquidated damages negotiated at arm’s-length and does not constitute, and is not intended by the Parties to operate as, a penalty. Receipt of the Termination Fee shall constitute the sole and exclusive remedy of Parent, REIT Merger Sub, OP Holdco and OP Merger Sub under the events and circumstances giving rise to payment of the Termination Fee as specified in this Agreement, and none of Parent, REIT Merger Sub, OP Holdco or OP Merger Sub shall (i) seek to obtain any other recovery or judgment against the Company or the Partnership or any of their officers, directors, employees, partners, managers, members or

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shareholders or (ii) be entitled to seek or obtain any other damages of any kind, including consequential, indirect or punitive damages.

          (d) In the event of termination of this Agreement by either the Company or Parent as provided in Section 6.1 or 6.2(a), this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, REIT Merger Sub, OP Holdco, OP Merger Sub, the Company or the Partnership, other than the confidentiality provisions of Section 4.3(c), this Section 6.3 and Article VII, which provisions shall survive such termination. Notwithstanding the foregoing, to the extent that such termination results from the willful and material breach by a Party of any representation or warranty set forth in this Agreement, from the material breach by a Party of any covenant set forth in this Agreement or a breach by Parent of the covenant in Section 6.2(b), then such Party shall be liable for any damages incurred or suffered by the other Parties as a result of such breach.

ARTICLE VII

MISCELLANEOUS

     7.1 Survival. None of the representations and warranties of the Parties will survive the Effective Time.

     7.2 Press Releases and Announcements. No Party shall issue any press release or announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that each of the Company and Parent may make any public disclosure it believes in good faith, based upon the advice of its counsel, is required by law or regulation or the listing standards of the New York Stock Exchange (in which case the Company or Parent will advise the other to the extent practicable prior to making the disclosure and, to the extent practicable, give such other party the reasonable opportunity to comment on such proposed public disclosure).

     7.3 Entire Agreement. This Agreement (including the documents referred to herein), the Guaranty and the Confidentiality Agreement constitute the entire agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof.

     7.4 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties.

     7.5 Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to create any third-party beneficiaries, except as provided in Section 4.2(a) hereof.

     7.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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     7.7 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

     7.8 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to the Company or the Partnership:	Copy to:
Boykin Lodging Company	Baker & Hostetler LLP
45 West Prospect Avenue, Suite 1500	3200 National City Center
Cleveland, Ohio 44115	Cleveland, Ohio 44114
Attn: President and Chief Operating Officer	Attn: John M. Gherlein
If to Parent, REIT Merger Sub, OP Holdco or OP Merger Sub:	Copy to:
Braveheart Investors LP
Westmont USA Development Inc.	Davies Ward Phillips & Vineberg LLP
5847 San Felipe Road, Suite 450	625 Madison Avenue, 12th Floor
Houston, Texas 77057	New York, New York 10022
Attn: Kenny Gibson and Mohamed Thowfeek	Attn: Gerald D. Shepherd

Any Party may give any notice, request, demand, claim, or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

     7.9 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Ohio.

     7.10 Consent to Jurisdiction; Venue.

          (a) Each of the Parties irrevocably submits to the exclusive jurisdiction of the state courts of Ohio and to the jurisdiction of the United States District Court for the Northern District of Ohio, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the Parties irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Ohio state or federal court sitting in the City of Cleveland. Each of the Parties agrees that a final judgment in any

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action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          (b) Each of the Parties irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to this Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such Party. Nothing in this Section 7.10 shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.

     7.11 Amendments and Waivers. The Parties may mutually amend any provision of this Agreement at any time prior to the Effective Time with the prior authorization of their respective boards of directors or other governing bodies. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

     7.12 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

     7.13 Expenses. Except as provided in Section 6.3(a), each of the Parties shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

     7.14 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Whenever the context requires, words used in the singular shall be construed to mean or include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender.

[signature page follows]

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

BOYKIN LODGING COMPANY
By:	/s/ Richard C. Conti
	Richard C. Conti, President and Chief Operating
	Officer
BOYKIN HOTEL PROPERTIES, L.P.
By:	Boykin Lodging Company, its general partner
By:	/s/ Richard C. Conti
	Richard C. Conti, President and Chief Operating Officer
BRAVEHEART INVESTORS LP
By:	BRAVEHEART GP, LLC, its general partner
By:	/s/ Mohamed Thowfeek
	Mohamed Thowfeek, Assistant Vice President
BRAVEHEART II REALTY (OHIO) CORP.
By:	/s/ Mohamed Thowfeek
	Mohamed Thowfeek, Assistant Secretary and
	Treasurer

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BRAVEHEART II PROPERTIES HOLDING LLC
By:	/s/ Mohamed Thowfeek
	Mohamed Thowfeek, Assistant Secretary and
	Treasurer
BRAVEHEART II PROPERTIES COMPANY LLC
By:	Braveheart II Realty (Ohio) Corp., its managing member
By:	/s/ Mohamed Thowfeek
	Mohamed Thowfeek, Assistant Secretary and
	Treasurer

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DISCLOSURE SCHEDULE
TO
AGREEMENT AND PLAN OF MERGER
AMONG
BRAVEHEART INVESTORS LP, BRAVEHEART II REALTY (OHIO) CORP.,
BRAVEHEART II PROPERTIES HOLDING LLC, BRAVEHEART II PROPERTIES
COMPANY LLC, BOYKIN LODGING COMPANY AND BOYKIN HOTEL
PROPERTIES, L.P.

Section 3.1(d) — Subsidiaries
Section 3.1(e) — Capitalization of the Company
Section 3.1(f) — Capitalization of the Partnership
Section 3.1(g) — Filings with the SEC
Section 3.1(i) — Absence of Undisclosed Liabilities
Section 3.1(j) — No Conflicts
Section 3.1(k) — Litigation
Section 3.1(l) — Material Contracts
Section 3.1(m) — Employee Benefits
Section 3.1(n) — Taxes
Section 3.1(o) — Compliance with Laws
Section 3.1(p) — Environmental, Health and Safety Matters
Section 3.1(q) — Title to Assets
Section 3.1(r) — Labor Matters
Section 3.1(s) — Intellectual Property
Section 3.1(t) — Transactions with Affiliates
Section 3.1(y) — Brokers’ Fees
Section 3.1(aa) — Insurance
Section 4.3(c)(ii) — Transitional Working Group
Section 4.3(g) — Operation of Business

THE COMPANY AGREES TO FURNISH SUPPLEMENTALLY A COPY OF ANY OMITTED EXHIBIT AND SCHEDULE TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

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EX-4.1

Exhibit 4.1
EXECUTION COPY

SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT

     This SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT (this “Amendment”), dated as of May 19, 2006, is between BOYKIN LODGING COMPANY, an Ohio corporation (the “Company”), and NATIONAL CITY BANK, a national banking association (the “Rights Agent”).

RECITALS:

     WHEREAS, the Company and the Rights Agent are parties to that certain Shareholder Rights Agreement, dated as of May 25, 1999, as amended as of December 31, 2001 (the “Shareholder Rights Agreement”), which was authorized by the Company’s Board of Directors to provide shareholders of the Company with the opportunity to benefit from the long-term prospects and value of the Company and to ensure that shareholders of the Company receive fair and equal treatment in the event of any proposed takeover of the Company; and

     WHEREAS, the Company desires to amend the Shareholder Rights Agreement in connection with the execution of the Agreement and Plan of Merger, dated as of May 19, 2006, by and among Braveheart Investors LP, a Delaware limited partnership (“Parent”), Braveheart II Realty (Ohio) Corp., an Ohio corporation (“REIT Merger Sub”), Braveheart II Properties Company LLC, an Ohio limited liability company (“OP Merger Sub”), Braveheart II Properties Holding LLC, a Delaware limited liability company (“OP Holdco”), the Company and Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Merger Agreement”), and the consummation of the transactions contemplated thereby.

AGREEMENTS

          1. Defined Terms. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed thereto in the Shareholder Rights Agreement.

          2. Acquiring Person. The definition of the term “Acquiring Person” in Section 1(a) of the Shareholder Rights Agreement is hereby deleted in its entirety and replaced with the following:

     “‘Acquiring Person’ means any Person (as defined herein) who, together with all Affiliates (as defined herein) and Associates (as defined herein) of such Person, is the Beneficial Owner (as defined herein) of 15% or more of the Common Shares then outstanding, but does not include (i) the Company, (ii) any Subsidiary (as defined herein) of the Company, (iii) any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or (iv) any Person holding Common Shares organized, appointed or established by the Company or by any Subsidiary of the Company for or pursuant to the terms of any employee benefit plan or compensation arrangement described in clause (iii) above (the Persons described in clauses (i) through (iv) above are referred to herein as ‘Exempt Persons’).

     In addition, (i) AEW Partners III, L.P., a Delaware limited partnership (‘AEW’), is not an Acquiring Person with respect to Common Shares (the ‘AEW Shares’) acquired or to be acquired under the Stock Purchase Agreement dated as of February 1, 1999 ( the ‘Purchase Agreement’) among the Company, Boykin Hotel Properties, L.P., an Ohio limited partnership (‘BHP’), and AEW, and on exercise of the Initial Warrant or the Expansion Warrant (each as defined in the Purchase Agreement), except to the extent that any acquisition or series of acquisitions under the Purchase Agreement, the Initial Warrant and the Expansion Warrant of less than 15% of the Common Shares when combined with Common Shares then beneficially owned by AEW (within the meaning of Section 1(d)(i) hereof, but excluding Common Shares beneficially owned by an Affiliate that is not an Associate of AEW and without giving effect to Rule 13d-d(d) of the Rules under the Exchange Act), results in AEW beneficially owning (as defined in the immediately preceding clause of this sentence) 15% or more of the Common Shares then outstanding; (ii) the Common Shares acquired or to be acquired by JABO LLC, a Delaware limited liability company (‘JABO’), upon redemption by the Company of BHP partnership units issued to JABO pursuant to the Master Contribution Agreement (the ‘Contribution Agreement’), dated as of December 31, 2001, by and among Boykin Management Company Limited Liability Company, an Ohio limited liability company, JABO, the Company and BHP (the ‘JABO Shares’), shall not be included in the calculation of the beneficial ownership of Common Shares of JABO or any of JABO’s Affiliates or Associates, except (A) to the extent that any issuance of JABO Shares to JABO of less than 15% of the issued and outstanding Common Shares, when combined with Common Shares then beneficially owned by JABO (within the meaning of Section 1(d)(i) hereof), results in JABO beneficially owning (as defined in the immediately preceding clause of this sentence) 20% or more of the Common Shares then issued and outstanding, and (B) if, at the time of any issuance of JABO Shares to JABO, JABO is not controlled (as that term is defined in Rule 12b-2 of the Exchange Act) by Robert W. Boykin or John E. Boykin; and (iii) none of Parent, REIT Merger Sub, OP Merger Sub or OP Holdco, nor any of their Affiliates, is an Acquiring Person, nor shall any such Persons become an Acquiring Person, with respect to Common Shares acquired or to be acquired under the Merger Agreement, whether by reason of the announcement of the mergers contemplated thereby, execution of the Merger Agreement, consummation of the mergers and other transactions contemplated by the Merger Agreement, or acquisition of Common Shares pursuant thereto or otherwise in connection therewith.

     Notwithstanding the foregoing, no Person will become an ‘Acquiring Person’ as a result of an acquisition by the Company of Common Shares that, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person from below 15% to 15% or more of the Common Shares then outstanding; however, if person becomes a Beneficial Owner of 15% or more of the Common Shares then outstanding by reason of shares purchases by the Company and, after those share purchases are made, becomes the Beneficial Owner of any additional Common Shares (other than

2

pursuant to a share split, share dividend or similar transaction) and immediately thereafter is the Beneficial Owner of 15% or more of the Common Shares then outstanding, then that Person will be an ‘Acquiring Person.’

     In addition, notwithstanding the foregoing, a Person is not an ‘Acquiring Person’ if the Board of Directors determines that a Person who would otherwise be an ‘Acquiring Person’ inadvertently acquired the Common Shares that would otherwise make the Person an ‘Acquiring Person,’ if that Person as promptly as practicable divests a sufficient number of Common Shares so that that Person is a Beneficial Owner of less than 15% of the Common Shares then outstanding.”

          3. Distribution Date. The definition of the term “Distribution Date” in Section 1(j) of the Shareholder Rights Agreement is hereby amended by adding the following language at the end thereof:

     “For the avoidance of doubt, none of the announcement of the mergers contemplated by the Merger Agreement, the execution of the Merger Agreement, the consummation of the mergers and other transactions contemplated by the Merger Agreement or the acquisition of the Common Shares pursuant thereto or otherwise in connection therewith shall result in the occurrence of a Distribution Date.”

          4. Amendment to Section 7(a). Section 7(a) of the Shareholder Rights Agreement is hereby deleted in its entirety and replaced with the following:

     “(a) Subject to Section 7(e), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the total number of one one-thousandths of a Preferred Share (or other securities, cash or other assets, as the case may be) for which the surrendered rights are then exercised, at or prior to the earliest of (i) (A) the Close of Business on May 24, 2009 and (B) immediately prior to the Effective Time of the Mergers (as each such term is defined in the Merger Agreement) (the earlier of such dates, the ‘Final Expiration Date’), (ii) the time at which the Rights are redeemed in accordance with Section 23, and (iii) the time at which such Rights are exchanged in accordance with Section 24 (the earlier of (i), (ii) and (iii), the ‘Expiration Date’). Except as set forth in Section 7(e) and notwithstanding any other provision (except Section 7(e)) of this Agreement, any Person who prior to the Distribution Date becomes a record holder of Common Shares may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such Common Shares in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of Common Shares.”

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          5. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one action. The signature page of any individual or entity, or copies or facsimiles thereof, may be appended to any counterparts of this action and when so appended shall constitute an original.

          6. Full Force and Effect. Except as expressly amended by this Amendment, all other terms and conditions of the Shareholder Rights Agreement shall remain in full force and effect and unmodified hereby.

          7. Governing Law. This Amendment is governed by and construed in accordance with the laws of the State of Ohio, without regard to principles of conflicts of laws.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, this Amendment has been executed in one or more counterparts by or on behalf of each of the parties hereto as of the date first written above.

BOYKIN LODGING COMPANY,
an Ohio corporation
By:	/s/ Richard C. Conti
Name: Richard C. Conti
Title: President and Chief Operating Officer
NATIONAL CITY BANK, a national banking
Association, as Rights Agent
By:	/s/ Pamela Fisher
Name: Pamela Fisher
Title: Assistant Vice President

5

EX-10.1

Exhibit 10.1
EXECUTION COPY

FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF BOYKIN HOTEL PROPERTIES, L.P.

     THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BOYKIN HOTEL PROPERTIES, L.P. (this “Amendment”), dated as of the 19^th day of May, 2006, is entered into by and among Boykin Lodging Company, an Ohio corporation (the “General Partner”), and those limited partners of Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Partnership”), listed on the signature pages attached hereto (collectively, the “Signing Limited Partners,” and together with the General Partner, the “Signing Partners”).

     WHEREAS, the General Partner and the limited partners of the Partnership (the “Limited Partners”) entered into a Third Amended and Restated Agreement of Limited Partnership of the Partnership as of September 30, 2002 (the “Partnership Agreement”);

     WHEREAS, the General Partner and the Partnership intend to enter into a proposed Agreement and Plan of Merger among Braveheart Investors LP, a Delaware limited partnership (“Parent”), Braveheart II Realty (Ohio) Corp., an Ohio corporation (“REIT Merger Sub”), Braveheart II Properties Holding LLC, a Delaware limited liability company, Braveheart II Properties Company LLC, an Ohio limited liability company (“OP Merger Sub”), the General Partner and the Partnership (the “Merger Agreement”) whereby REIT Merger Sub will be merged with and into the General Partner with the result that the General Partner will become a wholly owned subsidiary of Parent and the shareholders of the General Partner will receive the consideration described in the Merger Agreement;

     WHEREAS, the Signing Partners would like to clarify that in connection with the Merger Agreement, the Limited Partners may provide a contingent Notice of Redemption under the Partnership Agreement, conditioned on closing of the transactions contemplated by the Merger Agreement and that any redemption will not occur unless and until such condition has been met;

     WHEREAS, the Signing Partners would also like to clarify that any distribution declared or paid after provision by a Limited Partner of a conditional Notice of Redemption as contemplated by the foregoing recital but prior to the closing of the transactions under the Merger Agreement will be payable to the Limited Partners notwithstanding the provision of such Notice of Redemption;

     WHEREAS, the Merger Agreement contemplates that the shareholders of the General Partner and the Limited Partners will receive different consideration, solely as a result of indebtedness of the Partnership to the General Partner pursuant to the Subordinated Convertible Note;

     WHEREAS, Section 9.1(c) of the Partnership Agreement prohibits disparate consideration being paid to the shareholders of the General Partner and the Limited Partners of the Partnership in connection with a merger or sale transaction;

     WHEREAS, pursuant to Section 11.1(d) of the Partnership Agreement, any amendment to the Partnership Agreement that affects the operation of the Conversion Factor of the Redemption Right

requires the consent and approval of Limited Partners holding more than 66 2/3% of the Common Percentage Interests of the Limited Partners; and

     WHEREAS, the Signing Partners hold more than 66 2/3% of the Common Percentage Interests of the Limited Partners and desire to amend the Partnership Agreement in light of the foregoing.

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

Section I: Definitions

     Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them as set forth in the Partnership Agreement.

Section II: Amendments to Partnership Agreement

     1. Conditional Redemption Notice. The Partnership Agreement shall be amended by adding the following to the end of the definition of “Notice of Redemption”:

“Notwithstanding anything to the contrary contained in this definition, Section 7.4 or Exhibit D, a Notice of Redemption provided in connection with the transactions contemplated in the Agreement and Plan of Merger among Braveheart Investors LP, a Delaware limited partnership (“Parent”), Braveheart II Realty (Ohio) Corp., an Ohio corporation (“REIT Merger Sub”), Braveheart II Properties Holding LLC, a Delaware limited liability company, Braveheart II Properties Company LLC, an Ohio limited liability company (“OP Merger Sub”), the General Partner and the Partnership (the “Merger Agreement”, and the transactions contemplated therein, the “Mergers”) may be made contingent on the effectiveness of the Mergers. If a Redeeming Partner provides such conditional Notice of Redemption contemplated by the foregoing, the Redeeming Partner shall note the conditional nature of the Notice of Redemption on the form delivered to the Partnership and the copy delivered to the General Partner.”

     2. Specified Redemption Date. The Partnership Agreement shall be amended by replacing the definition currently provided for “Specified Redemption Date” with the following:

“‘Specified Redemption Date’ shall mean, with respect to a given Partner, the tenth (10^th) Business Day after receipt by the General Partner of a Notice of Redemption; provided, however, that if the General Partner combines its outstanding REIT Common Shares, no Specified Redemption Date shall occur after the record date and prior to the effective date of such combination. Notwithstanding the foregoing method for establishing the Specified Redemption Date, a Notice of Redemption given in

2

contemplation of the Mergers may specify that the Specified Redemption Date will be the Closing Date under the Merger Agreement.”

     3. Redemption Right. The Partnership Agreement shall be amended by inserting the following in Section 7.4(a) after the sixth sentence therein:

“For purposes of clarification, the Redeeming Partner or any Assignee of any Limited Partner who provides a Notice of Redemption in contemplation of the Mergers shall be entitled to receive distributions paid with respect to Common Units at or prior to the effective time under the Merger Agreement. However, such Redeeming Partner or Assignee shall not be entitled to receive dividends paid with respect to REIT Common Shares at prior to the effective time of the Mergers under the Merger Agreement.”

     4. General Partner Transfers of Interests. The Partnership Agreement shall be amended by inserting the following at the end of Section 9.1(c):

“Notwithstanding the foregoing, the General Partner may engage in a Transaction in which the Limited Partners receive an amount of cash, securities or other property disparate from the greatest amount of cash, securities or other property paid to a holder of one REIT Common Share in consideration of one REIT Common Share as a result of the Transaction if the sole reason for such disparate amount is the indebtedness of the Partnership to the Company pursuant to the Subordinated Convertible Debt.”

Section III: Miscellaneous

     1. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of Ohio, without reference to principles of conflict of laws.

     2. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.

     3. Full Force and Effect. Except as expressly amended by this Amendment, all other terms, conditions, and agreements of the Partnership Agreement shall remain in full force and effect, and the same are unmodified hereby.

[signature page follows]

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     IN WITNESS WHEREOF, the Partners have caused this Amendment to be duly executed as of the day and year first above written.

GENERAL PARTNER:
BOYKIN LODGING COMPANY,
an Ohio corporation
By:	/s/ Richard C. Conti
	Richard C. Conti, President
SIGNING LIMITED PARTNERS:
JABO LLC, a Delaware limited liability company
By:	Boykin Management Company
	Limited Liability Company, its
	Managing Member
By:	The Boykin Group, Inc., Member
By:	/s/ Robert W. Boykin
	Robert W. Boykin, President
/s/ John E. Boykin
John E. Boykin, Co-Trustee under William
J. Boykin Trust Agreement, dated March 9, 1988
/s/ Robert W. Boykin
Robert W. Boykin, Co-Trustee under William
J. Boykin Trust Agreement, dated March 9, 1999
/s/ John E. Boykin
John E. Boykin, Trustee under TBG
Investments Trust Agreement, dated
December 16, 2005

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     /s/ John E. Boykin

John E. Boykin, Trustee under Robert W.

Boykin 2005 Amended and Restated Revocable

Trust Agreement, dated December 16, 2005

     /s/ Robert W. Boykin

Robert W. Boykin, Trustee under John E.

Boykin Investments Trust Agreement, dated

December 16, 2005

5

EX-10.2

Exhibit 10.2
EXECUTION COPY

DIRECTORS’ DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective May 19, 2006)

          Boykin Lodging Company (the “Company”) hereby adopts and publishes this instrument for the purpose of amending and restating the Directors’ Deferred Compensation Plan established by the Company (the “Plan”) in its entirety, effective May 19, 2006. The Plan shall have the terms and conditions set forth in this document effective as of May 19, 2006, except as otherwise specifically provided herein.

          1. Purpose and Original Effective Date. The purpose of the Plan is to assist the Company in attracting and retaining persons of competence and stature to serve as outside directors by enabling them to defer receipt of the fees payable to them by the Company for their services as directors. The Plan applies to all elections to defer made after November 4, 1996 and to all director’s fees payable with respect to periods commencing with the Company’s fiscal quarter which began October 1, 1996.

          2. Participation. Each outside director of the Company (a) who is duly elected or appointed to the Company’s Board of Directors and (b) who receives fees for services as a director, may elect to defer receipt of fees otherwise payable to him, as provided for in the Plan. Each such director who elects to defer fees shall be a Participant in the Plan.

          3. Administration. The Administrator of the Plan is Robert W. Boykin, a director and officer of the Company who is not eligible to become a Participant (“Administrator”). The Administrator shall serve at the pleasure of the Board of Directors and shall administer, construe and interpret the Plan. The Administrator shall not be liable for any act done or determination made in good faith. The Board of Directors shall have the power to designate additional or replacement Administrators at its discretion.

          4. Deferrals.

          (a) Deferral Election. Any eligible director may file with the Administrator of the Plan, prior to January 1 of each year, an election in writing to participate in the Plan for that year or for that year and succeeding years. Effective as of January 1, 2005, each director who first becomes eligible to participate after the date of the adoption of the Plan and who elects to participate in the Plan must make an initial deferral election within 30 days after the date such director first becomes eligible to participate in order to defer fees for services rendered during the remaining portion of the year after such election. When a deferral election is filed, no fees will be paid for services so designated for that year (or portion thereof, as applicable) or, if the election so provides, for that year and for succeeding years. If an election has been filed to participate in the Plan for succeeding years and a Participant wishes to discontinue deferrals, an election to terminate participation in the Plan for any year must be filed prior to January 1 of that year. Notwithstanding the foregoing, effective upon approval by the Board of Directors of the Agreement and Plan of Merger, dated May 19, 2006, among Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, the Company, and Boykin Hotel Properties, L.P. (the “Merger Agreement”), no additional deferral of fees may be made by any director under the Plan and no additional credits shall be made to any Deferral Accounts (as defined in subparagraph 4(b) below). To clarify, no additional deferral of fees may be made and no additional credits may be made with respect to fees for which the Company has an accrual as of the date of the Merger Agreement (i.e., fees earned on or after February 1, 2006), but which have not yet been paid.

          (b) Accounting. The Company shall maintain appropriate records which shall list and reflect each Participant’s credits and valuations (“Deferral Accounts”). The Company shall credit to each Participant’s Deferral Account an amount equivalent to

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the fees that would have been paid to him if he had not elected to participate in the Plan. The credit shall be made on the date on which the fee would have been paid absent a deferral election. No funds shall be segregated into the Deferral Account of Participants; said accounts shall represent a general unsecured obligation of the Company.

          (c) Valuation. Until the first distribution is made to a Participant, amounts credited to a Deferral Account of such Participant shall be increased or decreased as measured by the market value of the Company’s Common Shares plus, except as provided in paragraph 7, the value of dividends or other distributions on the Company’s Common Shares other than the REIT Dividend (as defined in the Merger Agreement). Each amount credited to a Deferral Account shall be assigned a number of Share Units (including fractions of a Share) determined by dividing the amount credited to the Deferral Account, whether in lieu of payment of fees for service as a director or as a dividend or other distribution attributable to such Share Units, by the fair market value of a share of the Company’s Common Shares on the date of credit. Fair market value shall be the mean between the high and low selling price of a share of the Company’s Common Shares on the New York Stock Exchange on the applicable date or, if no sales occurred on such date, on the most recent earlier date on which sales occurred. Each Share Unit shall have the value of a Common Share of the Company. The number of Share Units shall be adjusted to reflect stock splits, stock dividends or other capital adjustments other than the REIT Dividend effected without receipt of consideration by the Company.

          5. Distribution. A Participant shall elect in writing, at the time he makes each deferral election under subparagraph 4(a), the year in which distribution of the credits to his Deferral Account to which the deferral election relates shall commence, and whether distribution will be made in a lump sum or in installments, as permitted in the second succeeding sentence of this paragraph 5. Except as provided in paragraph 7, payment shall commence not earlier than the January 1 following the year in which the Participant attains age 55, and not later than the January 1

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following the year in which the Participant attains age 72. Commencing immediately prior to the first distribution to a Participant and continuing thereafter, amounts credited to the Deferral Account of such Participant shall be credited with interest, compounded quarterly, calculated at a rate per annum for each fiscal quarter of the Company equal to the prime rate of interest as published in The Wall Street Journal on the first business day of that quarter. Payment may be made in one lump sum, or in five or ten equal annual installments of the Deferral Account balance allocated to such installment payments determined as of the December 31 immediately preceding commencement of distribution, with each payment accompanied by any interest credited during the period preceding payment of the installment. The time of and method of distribution of benefits may vary with each separate election, but each election shall be irrevocable. The Deferral Accounts do not represent rights to acquire the Company’s Common Shares; payment shall only be made in cash.

          6. Death or Disability.

          (a) If a Participant’s service is “terminated” by reason of death or disability prior to the distribution of any portion of his benefits, the Company shall, within ninety (90) days of the date of “service termination,” commence distribution of benefits to the Participant (or to the beneficiary or beneficiaries in the event of death). Distribution shall be made in accordance with the method of distribution elected by the Participant pursuant to paragraph 5 hereof. If a Participant’s death or disability occurs after distribution of benefits hereunder has begun, the Company shall continue to make distributions to the Participant (or to the beneficiary or beneficiaries in the event of death) in accordance with the methods of distribution elected by the Participant pursuant to paragraph 5 hereof. For purposes of this paragraph 6, “terminated” or “service termination” shall have the same meanings as “separation from service,” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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          (b) Each Participant may designate one or more beneficiaries to receive distributions in the event of the Participant’s death by filing with the Company a beneficiary designation on a form provided. The designated beneficiary or beneficiaries may be changed by a Participant at any time prior to his death by the delivery to the Company of a new beneficiary designation form. If no beneficiary shall have been designated, or if no designated beneficiary shall survive the Participant, distributions pursuant to this provision shall be made to the Participant’s estate.

     7. Change of Control. The provisions of this paragraph 7 shall take effect upon the “REIT Effective Time,” as defined in the Merger Agreement. In the event of the termination of the Merger Agreement, this paragraph 7 shall have no effect. Notwithstanding any provision of paragraph 5 or paragraph 6 to the contrary, if the Company elects to terminate the Plan at any time during the 30 days preceding or the 12 months following the REIT Effective Time, the Company shall distribute each Participant’s Deferral Account in a single sum cash payment (hereinafter referred to as a “Change of Control Payment”). The amount of the Change of Control Payment to be paid to each Participant (or to the Participant’s beneficiary or beneficiaries in the event of death) will be determined in the following manner:

     (a) In the case of a Deferral Account balance allocated to installment payments which have commenced but have not been completed prior to the REIT Effective Time, the Change of Control Payment will be equal to the value of the undistributed installments of such Deferral Account balance plus interest credited during the period preceding payment of the Change of Control Payment pursuant to paragraph 5 hereof; and

     (b) In the case of all Deferral Account balances which are not described in subparagraph 7(a), the Change of Control Payment will be equal to the product of (i) and (ii) below:

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          (i) the number of Share Units in the Participant’s Deferral Account immediately prior to the REIT Effective Time, and

          (ii) the “Common Share Merger Consideration” plus the aggregate “REIT Dividend Per Share Amount,” as such terms are defined in the Merger Agreement.

The Change of Control Payments are in lieu of and shall replace any benefits otherwise payable under paragraph 5 or paragraph 6 of the Plan. Each Change of Control Payment shall be paid within 15 days following the termination of the Plan. Upon payment of the Change of Control Payment by the Company, each Participant or beneficiary shall have no further rights under the Plan.

          8. Assignment and Alienation of Benefits. To the extent permitted by law, the right of any Participant to any account, benefit or payment hereunder shall not be subject in any manner to attachment or other legal process for the debts of such Participant, and no account, benefit or payment shall be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.

          9. Amendment or Termination. The Board of Directors of the Company may terminate this Plan at any time or amend it at any time and from time to time. No amendment or termination of this Plan shall affect the rights of a Participant accrued prior thereto without the consent of the Participant. Notwithstanding anything in the Plan to the contrary, the Plan may be amended at any time, if necessary, to conform or comply with provisions or requirements of the Code or any applicable laws.

          10. Taxes. The Company shall not be responsible for the tax consequences under federal, state or local law of any election made by any Participant under the Plan. All

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payments under the Plan shall be subject to withholding and reporting requirements to the extent permitted by applicable law.

          11. Applicable Law. This Plan shall be interpreted under the laws of the State of Ohio.

          12. Section 409A. Effective as of January 1, 2005, the Plan is intended to be operated in compliance with the requirements of Code Section 409A. In the event that any provision of the Plan fails to satisfy such requirements, the provision shall be void to the extent practicable or otherwise construed in a manner so as to comply with Code Section 409A.

[signature page follows]

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          IN WITNESS WHEREOF, the Company has caused this amendment and restatement of the Plan to be adopted, and executed by its Chairman of the Board of Directors and Chief Executive Officer, this 19^th day of May, 2006.

Boykin Lodging Company
By:	/s/ Robert W. Boykin
	Robert W. Boykin, Chairman of the
	Board of Directors and Chief
	Executive Officer

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EX-10.3

Exhibit 10.3

LIMITED LIABILITY COMPANY INTERESTS AND ASSET
PURCHASE AGREEMENT

      This Limited Liability Company Interests and Asset Purchase Agreement (this “Agreement”), is dated as of May 19, 2006 (the “Effective Date”), by and among BellBoy, Inc., a Delaware corporation (“LLC Seller”), Boykin Hotel Properties, L.P., an Ohio limited partnership (“BHP”), Sanibel View Development, LLC, a Delaware limited liability company (“Sanibel”), White Sand Villas Development, LLC, a Delaware limited liability company (“White Sand”), BeachBoy, LLC, a Delaware limited liability company (“BeachBoy”) and Pink Shell Realty, LLC, a Delaware limited liability company (“PSR” and, collectively, with BHP, Sanibel, White Sand and BeachBoy, the “Asset Sellers” and each individually, an “Asset Seller”), New Pink Shell, LLC, a Delaware limited liability company (“Buyer”), and JABO LLC, a Delaware limited liability company (“Unitholder”). The LLC Seller and the Asset Sellers are collectively referred to herein as “Sellers” and each individually as a “Seller”. Buyer, Sellers and Unitholder are referred to collectively herein as the “Parties” and each individually as a “Party.”

Background

          WHEREAS, LLC Seller owns 100% of the outstanding limited liability company interests (the “LLC Interests”) in Captiva Villas Development LLC, a Delaware limited liability company (the “LLC”);

          WHEREAS, the Asset Sellers and the LLC own certain property, contractual and other rights relating to the property commonly referred to as Pink Shell Beach Resort located in Fort Myers, Florida and further described on Exhibit A (the “Property”);

          WHEREAS, LLC Seller desires to sell to Buyer, and Buyer desires to purchase from LLC Seller, the LLC Interests, on the terms and conditions set forth in this Agreement; and

          WHEREAS, the Asset Sellers desire to sell to Buyer, and Buyer desires to purchase from the Asset Sellers, all of each Asset Seller’s right, title and interest in and to all of the assets, properties and rights, contractual or otherwise, relating to the Property, including, without limitation, the assets identified on Exhibit B attached hereto (collectively, the “Purchased Assets”), provided that the Purchased Assets shall not include any Seller’s interest in any intracompany accounts receivable, on the terms and conditions set forth in this Agreement.

Agreement

          Now, Therefore, in consideration of the premises and mutual covenants set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE 1

Definitions

          Section 1.01 Definitions. Capitalized terms used herein will have the following meanings:

          “Adjustment Amount” means the net credit in favor of Sellers or Buyer, as the case may be, determined in accordance with Section 8.02 and Exhibit C of this Agreement. The Adjustment Amount at Closing shall be calculated without duplication of any amounts included in the calculation of the Interim Adjustment Amount.

          “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended.

          “BHP” means Boykin Hotel Properties, L.P., an Ohio limited partnership.

          “BHP LP Agreement” means the Third Amended and Restated Agreement of Limited Partnership of BHP dated September 30, 2002, as amended.

          “BHP Unit” means a Common Partnership Unit, as that term is defined is defined in the BHP LP Agreement.

          “Closing Proration” means the net credit in favor of Seller or Buyer, as the case may be, calculated in accordance with Exhibit D attached hereto. The Closing Proration shall be calculated without duplication of any amounts included in the calculation of the Adjustment Amount.

          “Cut-Off Date” means February 14, 2006.

          “Interim Adjustment Amount” means a credit in favor of Sellers in the amount of $1,686,324, representing the agreed-upon Adjustment Amount through and including March 31, 2006.

          “Liabilities” means any and all liabilities, claims, actions, demands, expenses, obligations, damages, suits in equity, debts, accounts, costs, setoffs, contributions, promises, covenants, attorneys’ fees, and/or causes of action of whatever kind or character.

          “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of May 19, 2006, among Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, Boykin Lodging Company and BHP.

          “Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

          “Purchase Price” means an amount equal to $10,686,324 (which amount includes the Interim Adjustment Amount), plus or minus, as the case may be, each of (i) the Adjustment Amount and (ii) the Closing Proration.

          “Superior Proposal” means any inquiry, proposal or offer from any Person relating to (i) the Property, (ii) the LLC Interests, or (iii) the Purchased Assets (including, without limitation, any inquiry, proposal or offer relating to or involving other assets or equity

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interests of Sellers or their Affiliates), that Sellers or their respective parent companies determine in good faith, after consultation with counsel and a financial advisor of nationally recognized reputation, is more favorable to Sellers than the transactions contemplated by this Agreement.

ARTICLE 2

Purchase and Sale of LLC Interests

          Section 2.01 Purchase of LLC Interests and Purchased Assets. On the terms and subject to the conditions of this Agreement, on the Closing Date, (a) LLC Seller shall sell, transfer, assign, convey and deliver to Buyer the LLC Interests, and (b) the Asset Sellers shall sell, transfer, assign, convey and deliver to Buyer the Purchased Assets.

          Section 2.02 Assumption of Liabilities. At Closing, Buyer shall assume and be responsible for the timely satisfaction or performance, as the case may be, of all Liabilities, whether direct, contingent or consequential and no matter how arising, in any way related to or arising from the Purchased Assets to the extent such Liabilities arise after the Cut-Off Date (collectively, the “Assumed Liabilities”), provided that the Assumed Liabilities shall not include any obligations in respect of intracompany accounts receivable. Except and as otherwise expressly provided herein, this Agreement shall not constitute an assumption by Buyer of any Liabilities, whether direct, contingent or consequential and no matter how arising, in any way related to or arising from the Purchased Assets prior to the Cut-Off Date.

          Section 2.03 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Baker & Hostetler LLP, 3200 National City Center, Cleveland, Ohio, on the date of, and immediately prior to, the closing of the transactions contemplated by the Merger Agreement (the “Closing Date”).

          Section 2.04 Payments on the Closing Date.

          (a) Subject to Section 10.03, at the Closing, Buyer shall pay to Sellers, an amount equal to the Purchase Price. Payment shall be made by wire transfer of immediately available funds pursuant to wire transfer instructions delivered by Sellers to Buyer at least one business day prior to Closing.

          (b) So long as such cooperation does not (i) impose upon Seller any adverse tax consequences or any other liabilities, or (ii) adversely impact the ability of Seller to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof or directly or indirectly impose any adverse present or future tax consequences to the Parent (as defined in the Merger Agreement) or its subsidiaries, as determined by the Parent in its sole discretion, Seller shall, upon receipt of an Option Notice (as defined in Section 2.04(c)), cooperate to satisfy all or any portion of Buyer’s obligation to pay the Purchase Price as contemplated by Section 2.04(c).

          (c) If Buyer timely delivers an Option Notice in accordance with this Section 2.04(c), Sellers shall transfer or otherwise distribute the LLC Interests or Purchased Assets specified in the Option Notice to BHP prior to Closing. At Closing, BHP shall distribute the applicable LLC Interests or Purchased Assets to Buyer. In exchange therefor, Unitholder shall transfer to BHP, and BHP shall redeem, a number of BHP Units owned by Unitholder with a

Page 3

value equal to the Purchase Price or the applicable portion thereof (the “Unit Option”). For purposes of this Agreement, the value of a BHP Unit shall equal the Common Share Merger Consideration (as defined in the Merger Agreement). Buyer shall deliver notice of its intention to exercise the Unit Option (including the portion of the Purchase Price to be satisfied through exercise of the Unit Option) at least five (5) business days prior to Closing (the “Option Notice”). The Option Notice shall identify the LLC Interests and Purchased Assets Buyer intends to acquire through exercise of the Unit Option. For the avoidance of doubt, Buyer and Unitholder shall have no right to exercise the Unit Option if the conditions set forth in Section 2.04(b) are not satisfied.

          Section 2.05 Buyer’s Additional Closing Date Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Sellers all of the following, each duly executed as applicable:

          (a) resolutions of Buyer authorizing the execution and delivery of this Agreement by Buyer and the performance of Buyer’s obligations hereunder;

          (b) a certificate executed by an executive officer of Buyer dated the Closing Date certifying on behalf of Buyer that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled.

          (c) an assignment and assumption agreement pursuant to which the Asset Sellers will transfer, assign, convey and deliver to Buyer all of each Asset Seller’s right, title and interest in and to the Contracts, to the extent assignable (as defined on Exhibit B), and Buyer will assume the Assumed Liabilities (the “Assignment and Assumption Agreement”);

          (d) if the Purchase Price is paid pursuant to the Unit Option as contemplated by Section 10.03 or Section 2.04(b), an assignment of units in form and substance reasonably satisfactory to Sellers and Buyer sufficient to convey to BHP good, valid and marketable title to the BHP Units, free and clear of all liens, claims and encumbrances;

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

          Section 2.06 Sellers’ Closing Date Deliveries. At the Closing, Sellers shall deliver or cause to be delivered to Buyer all of the following, each duly executed and notarized as applicable:

          (a) a Special Warranty Deed from each Asset Seller to Buyer in form and substance reasonably satisfactory to Buyer and Sellers relating to each Asset Seller’s right, title and interest in and to the Property;

          (b) a Bill of Sale from each Asset Seller to Buyer in form and substance reasonably satisfactory to Buyer and Sellers relating to the Purchased Assets;

          (c) the Assignment and Assumption Agreement;

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          (d) an assignment of the LLC Interests in form and substance reasonably satisfactory to Buyer and Seller sufficient to convey to Buyer the LLC Interests, free and clear of all liens, claims and encumbrances;

          (e) a certificate executed by an officer of each Seller dated the Closing Date certifying on behalf of Sellers that the conditions set forth in Sections 6.03(a) and 6.03(b) have been fulfilled;

          (f) 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 Purchased Assets and the LLC Interests; and

          (g) resolutions of Sellers authorizing the execution and delivery of this Agreement and performance of each Seller’s obligations hereunder.

          Section 2.07 Non-Assignment of Certain Purchased Assets. To the extent that the assignment hereunder of any of the Contracts 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. Sellers and Buyer shall use commercially reasonable efforts to obtain any such required consent. If such consent is not obtained, Sellers shall cooperate with Buyer, with no additional out-of-pocket expense or liability to Sellers, in any commercially reasonable arrangement designed to provide for Buyer the benefits of any such Contract, including, without limitation, enforcement, for the account and benefit of Buyer, of any and all rights of Sellers against any other person with respect thereto.

ARTICLE 3

Sellers’ Representations and Warranties

          Section 3.01 Sellers’ Representations and Warranties. Each Seller hereby represents and warrants to Buyer as of the date hereof as follows:

          (a) Each Seller has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, partnership or limited liability company, as the case may be, action on the part of each Seller. This Agreement has been duly executed and delivered by Seller, and constitutes a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms.

          (b) Each Seller is a corporation, limited partnership or limited liability company validly existing and in good standing under the laws of the jurisdiction of its organization. Each Seller has full corporate, partnership or limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by each Seller of the transactions contemplated hereby will not, result in a breach or default under any Seller’s governing instruments.

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          (c) No Seller has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement, other than any amounts required to be paid by Sellers to UBS Investment Bank and CB Richard Ellis, which shall be the sole responsibility of Sellers.

          (d) Except for consents and approvals already obtained, no consent or approval of any Person is required with respect to the execution and delivery of this Agreement by any Seller or the consummation by any Seller of the transactions contemplated hereby or the performance of any Seller’s obligations under the Agreement.

          (e) LLC Seller legally and beneficially owns 100% of the issued and outstanding equity interests in the LLC, free and clear of any liens, claims and encumbrances. Upon consummation of the transactions contemplated hereby, Buyer shall acquire good and valid title to the LLC Interests and the personal property included in the Purchased Assets, free and clear of any liens, claims and encumbrances.

          Section 3.02 Exclusivity of Representations. THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE 3 ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES RELATING TO SELLER, THE PROPERTY, THE LLC INTERESTS, THE PURCHASED ASSETS AND THE BUSINESS AND OPERATIONS RELATING THERETO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS AGENTS OR REPRESENTATIVES (AND IN THE CASE OF BUYER, ANY OFFICER, DIRECTOR OR EMPLOYEE THEREOF) OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA.

ARTICLE 4

Buyer’s Representations and Warranties

          Buyer represents and warrants to Sellers as of the date hereof as follows:

          Section 4.01 Authority. Buyer has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

          Section 4.02 Organization of Buyer. Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction in which it is organized. Buyer has full limited liability company power and authority to carry on the business in which it is engaged. Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation. Buyer has full limited liability company power and

Page 6

authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Buyer of the transactions contemplated hereby will not, result in a breach or default under Buyer’s limited liability company agreement or other governing instrument.

          Section 4.03 Brokers Fees. Buyer does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

          Section 4.04 Consents and Approvals. No consent or approval of any Person, 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.

          Section 4.05 No Registration. Buyer understands and acknowledges that none of the LLC Interests have been or will be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States.

          Section 4.06 Investment Intent. The LLC Interests are being acquired for Buyer’s own account for investment purposes and not with the view to, or for resale in connection with, any distribution, or public offering thereof within the meaning of the Securities Act. The entire legal and beneficial interest of the LLC Interests is being acquired, and will be held, for Buyer’s account only, and neither in whole nor in part for any other person or entity. Buyer understands and acknowledges that no market exists for the LLC Interests and that the LLC Interests may not be sold except pursuant to a registration statement under the Act or pursuant to applicable federal and state exemptions from registration.

          Section 4.07 Accredited Investor. Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Act.

          Section 4.08 Reliance by Seller; Suitability and Sophistication. Buyer understands and agrees that LLC Seller is relying upon the accuracy of the representations, warranties, acknowledgments and agreements set forth herein in complying with the obligations of Seller under applicable securities laws. Buyer has (a) such knowledge and experience in financial and business matters that it is capable of independently evaluating the risks and merits of acquiring the LLC Interests and of making an informed investment decision, (b) independently evaluated the risks and merits of acquiring the LLC Interests and has independently determined that the LLC Interests is a suitable investment for it, and (c) sufficient financial resources to bear the loss of its entire investment in the LLC Interests.

          Section 4.09 Condition of Assets and Limitations of Sellers’ Representations. Buyer acknowledges that (a) Buyer will have a reasonable opportunity to inspect and investigate the Property and all matters relating thereto, including, without limitation, all of the physical, environmental and operational aspects of the Property, either independently or through agents and experts of Buyer’s choosing and (b) Buyer will acquire the LLC Interests based upon Buyer’s own investigation and inspection. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, WITH THE

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EXCEPTION OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 3, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, IN RESPECT OF THE LLC INTERESTS OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO THE PHYSICAL, ENVIRONMENTAL OR OPERATING CONDITION OF THE PROPERTY OR THE PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATION AND SIMILAR STRUCTURAL AND OPERATING COMPONENTS, OR THE FINANCIAL CONDITION, PAST, PRESENT OR FUTURE, OF THE PROPERTY OR THE LLC. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS EXPRESSLY DISCLAIMED ANY SUCH OTHER OR IMPLIED REPRESENTATIONS AND WARRANTIES NOTWITHSTANDING THE DELIVERY TO BUYER OR ITS AGENTS OR REPRESENTATIVES (AND IN THE CASE OF BUYER, ANY OFFICER, DIRECTOR OR EMPLOYEE THEREOF) OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER SHALL BE UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURE REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, ITS OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES.

          Section 4.10 Release from Liability. Except as may be expressly provided in this Agreement, Buyer, for itself and its successors in interest, releases Seller and its successors in interest from, and waives all claims and liability against Seller for, any structural, physical and/or environmental condition at the Property, and hereby releases Seller from, and waives all liability against Seller attributable to, the structural, physical and/or environmental condition of the Property, including without limitation the presence, discovery or removal of any hazardous substances in, at, about or under the Property, or connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980), as amended by SARA Superfund Amendment and Reauthorization Act of 1986 and as may be further amended from time to time) or any related claims or causes of action or any other federal or state based statutory or regulatory causes of action for environmental contamination at, in or under the Property.

ARTICLE 5

Unitholder’s Representations and Warranties

          Section 5.01 Unitholder’s Representations and Warranties. Unitholder hereby represents and warrants to Sellers as of the date hereof as follows:

          (a) Unitholder has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Unitholder. This Agreement has been duly executed and delivered by Unitholder, and constitutes a valid and binding obligation of Unitholder, enforceable against Unitholder in accordance with its terms.

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          (b) Unitholder is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation. Unitholder has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Unitholder of the transactions contemplated hereby will not, result in a breach or default under (with or without notice or lapse of time, or both), Unitholder’s limited liability company agreement or other governing instrument or any contract, agreement or other instrument binding upon Unitholder.

          (c) No consent or approval of any Person, is required with respect to the execution and delivery of this Agreement by Unitholder or the consummation by Unitholder of the transactions contemplated hereby or the performance of Unitholder’s obligations under the Agreement.

          (d) Unitholder will realize a substantial economic benefit as a result of the consummation of the transactions contemplated hereby.

          (e) Unitholder legally and beneficially owns, and at Closing will own, BHP Units with a fair market value equal to or greater than the sum of (i) the Purchase Price plus (ii) the Purchase Price, as that term is defined in the Limited Liability Company Interests Purchase Agreement of even date herewith by and among Buyer and certain affiliates of Seller relating to the sale of certain equity interests in Marathon Partners Manager LLC (the “Marathon Purchase Agreement”), free and clear of any liens, claims and encumbrances. Upon satisfaction of Buyer’s obligation to pay the Purchase Price pursuant to the redemption of BHP Units as contemplated by this Agreement, if applicable, BHP shall acquire good, marketable and valid title to that portion of the BHP Units redeemed in payment of the Purchase Price, free and clear of any liens, claims and encumbrances.

ARTICLE 6

Closing Conditions And Deliveries

          Section 6.01 Mutual Conditions. The obligations of each of the Parties to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions precedent:

          (a) With the exception of the filing of the OP Merger Certificate (as defined in the Merger Agreement), all of the conditions precedent to the consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the conditions set forth in Section 5.1(a) and Section 5.2(a) thereof, shall have been satisfied.

          Section 6.02 Additional Conditions to Obligations of Sellers. The obligation of Sellers to effect the transactions contemplated by this Agreement shall also be subject to the fulfillment or waiver by Sellers of the following conditions:

          (a) The representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects with the same effect as if made at and as of the Closing Date.

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          (b) Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by Buyer hereunder at or prior to the Closing.

          (c) Sellers shall have received the documents required to be delivered by Buyer pursuant to Section 2.05.

          Section 6.03 Additional Conditions to Obligations of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement shall also be subject to the fulfillment or waiver by Buyer of the following conditions:

          (a) The representations and warranties of Sellers set forth in Article 3 shall be true and correct in all material respects with the same effect as if made at and as of the Closing Date.

          (b) Sellers shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by Sellers hereunder at or prior to the Closing.

          (c) Buyer shall have received the documents required to be delivered by Seller pursuant to Section 2.06.

ARTICLE 7

Agreements of the Parties

          Section 7.01 Maintain Hotel; Construction.

          (a) Subject to Section 7.06 and Section 7.07, at all times prior to the Closing Date, Sellers shall operate the Property, or cause the Property to be operated, in the ordinary course of business consistent with past practices and continue to maintain the insurance on the Property consistent with past practice. In addition, prior to the Closing Date, Sellers shall not, without the prior written consent of Buyer: (i) permit any new leases or material agreements with respect to the Property or the LLC that are not terminable by Sellers or the LLC upon 30 days notice or less without the payment of a termination fee or penalty; (ii) grant any liens or encumbrances on the Property other than liens arising in the ordinary course of business; or (iii) transfer or otherwise dispose of the Property.

          (b) Notwithstanding Section 7.01(a), Buyer hereby acknowledges that Sellers and the LLC have commenced the Project on the Property. Nothing set forth in this Agreement shall restrict or prohibit Seller from pursuing development of the Project at such time and on the schedule determined by Seller in its sole discretion but in all events, in accordance in all material respects with all applicable contracts, laws, rules and regulations. For purposes hereof, the “Project” means the ongoing redevelopment of and construction on the Property.

          Section 7.02 Buyer’s Access to Information and Records Before Closing. Subject to Section 7.03, from and after the date of this Agreement until Closing, Sellers shall permit representatives of Buyer to have reasonable access during customary business hours, and in a manner so as not to interfere with the normal business operations of Sellers, to all premises,

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properties, books, records, contracts, tax records and documents of or pertaining to the LLC and the Property.

          Section 7.03 Confidentiality. Each of the parties hereto (each a “Receiving Party”) agrees, and shall cause each of 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”) 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 (a) to the extent required by applicable law, and (b) 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 7.03 shall survive any termination of this Agreement. 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.

          Section 7.04 Further Assurances. Prior to, at and after the Closing, each party to this Agreement shall execute and deliver such further instruments of conveyance, sale, assignment or transfer, and shall take or cause to be taken such other or further action as is reasonably requested by a party hereto, in order to effectuate the terms and conditions of this Agreement.

          Section 7.05 Employee Matters; Workers Compensation Claims. At Closing, Buyer shall receive as a credit against the Purchase Price an amount equal to $97,867 in respect of vacation pay for employees of the resort business operated on the Property. As of the Closing Date, (a) to the extent permitted by applicable law, the REIT (as defined in the Merger Agreement) shall assume all worker’s compensation liabilities relating to the Property arising on or prior to the Cut-Off Date (“Pending WC Claims”) and (b) Parent (as defined in the Merger Agreement) shall use its best efforts to cause the release of Boykin Management Company Limited Liability Company from all such Pending WC Claims, it being understood and agreed that “best efforts” shall not include payment of liquidated damages to Liberty Mutual unless the failure to pay such amounts would not be commercially reasonable. Buyer agrees to indemnify and hold Seller harmless from and against any violations of the Workers Adjustment Retraining and Notification Act, 9 U.S.C. Section 2101 et seq., arising as a result of the transactions contemplated by this Agreement. The obligations contained in this Section 7.05 shall survive Closing.

          Section 7.06 Damage to the Property. If, after the Effective Date and prior to the Closing Date, the Property or the Purchased Assets are damaged or destroyed by fire or any other cause, Sellers shall assign to Buyer the right to receive the insurance proceeds payable in connection therewith under any insurance policy or policies covering the Purchased Assets or the Property and the Parties shall remain obligated to perform this Agreement. If this Agreement is

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terminated, Buyer shall reassign the right to receive any such proceeds to Sellers. In addition, Seller shall indemnify Buyer from and against the insurance deductible payable under any such insurance policy covering the Purchased Assets or the assets owned by the LLC. Any insurance proceeds for losses resulting from casualties occurring on or prior to the Cut-Off Date shall be paid to Sellers, provided that from and after Closing any proceeds of insurance claims submitted after April 21, 2006 relating to the cottages located on the Property shall be paid to Buyer regardless of when such losses occurred. From and after Closing, any insurance proceeds for losses resulting from casualties occurring after the Cut-Off Date shall be paid to Buyer.

          Section 7.07 Condemnation. If, after the Effective Date and prior to the Closing Date, the Purchased Assets or any portion thereof 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 Sellers, Sellers shall assign to Buyer all of the proceeds of such taking and the Parties shall proceed to close this transaction. If this Agreement is terminated, Buyer shall reassign the right to receive any such proceeds to Sellers.

          Section 7.08 Title and Survey Matters. In the event Buyer elects to obtain a title policy in respect of the Property at Closing, Seller shall obtain such title policy from Fidelity National Title Insurance Company, Cleveland, Ohio (the “Title Company”) and Seller shall execute customary title affidavits and certificates as are required by the Title Company in connection with the issuance of the title policy. In addition, Sellers shall be obligated to remove any monetary, mortgage or other financing liens on the Purchased Assets or the Property arising from and after the Effective Date regardless of whether Buyer elects to obtain a title policy.

          Section 7.09 Section 1031 Exchange. In the event that either party shall be using the transaction contemplated hereby as part of an exchange of like kind property pursuant to Section 1031 of the Internal Revenue Code, the other party shall cooperate in connection therewith by executing and delivering such documents and instruments as may be reasonably required in order to accomplish any such like kind exchange, provided that, the party so cooperating shall not be required to bear any costs or expenses or take on any liability in connection therewith and the party effecting such exchange shall pay the costs and expenses, including legal fees and costs, of the cooperating party incurred in connection with such cooperation.

          Section 7.10 Real Estate Taxes Escrow. Notwithstanding the proration contemplated by item (a) of Exhibit D [Closing Prorations] attached hereto, at Closing, the portion of the real estate taxes payable by Seller in respect of the Property for the calendar year during which Closing occurs shall be deposited with an escrow agent to be held upon terms reasonably satisfactory to Buyer and Seller. The terms of the escrow arrangement shall provide that (a) Buyer shall not be permitted to receive a distribution of the escrowed funds without Seller’s prior written consent and (b) either Buyer or Seller shall be permitted to direct payment of the escrowed funds to the applicable taxing authority without consent or approval of the other party.

          Section 7.11 Management Agreement Termination Fee. At Closing, Seller shall pay to Buyer, or Buyer shall receive as a credit against the Purchase Price, an amount equal

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to the termination fee contemplated by Section 17 of that certain Hotel Management Agreement, dated October 24, 2002, between BeachBoy LLC and Boykin Management Company Limited Liability Company, relating to the Property.

ARTICLE 8
Purchase Price Adjustments

          Section 8.01 Interim Adjustment Amount. Buyer and Sellers acknowledge and agree that the Interim Adjustment Amount was calculated as of March 31, 2006 and as set forth on Exhibit E of this Agreement.

          Section 8.02 Adjustment Amount.

          (a) Sellers and Buyer acknowledge and agree that the Adjustment Amount shall be determined in accordance with this Section 8.02 and Exhibit C of this Agreement. If the Adjustment Amount results in a net credit in favor of Seller, the Purchase Price shall be increased by the amount of the Adjustment Amount. If the Adjustment Amount results in a net credit in favor of Buyer, the Purchase Price shall be reduced by the amount of the Adjustment Amount.

          (b) Prior to Closing, Sellers shall deliver to Buyer monthly financial reports in respect of the Project. Sellers shall use good faith efforts to include in such financial reports all material information in any Seller’s possession to be included in the calculation of the Adjustment Amount, provided that Sellers and Buyer acknowledge and agree that Sellers’ failure to include any amounts in any monthly report shall not prevent the inclusion of such amounts in the calculation of the Adjustment Amount at Closing. Absent manifest error, the books, records and calculations of Sellers relating to the Adjustment Amount, which shall be kept and made by Sellers in good faith, shall be binding on all parties to this Agreement.

          Section 8.03 Closing Proration.

          (a) Prior to Closing, Sellers shall cause its accounting staff (“Seller’s Accountants”) to make such inventories, examinations and audits of the business operated on the Property (the “Business”), and of the books and records of the Business, as Seller’s Accountants may deem necessary to make the prorations contemplated by this Section 8.03 and Exhibit D hereto. Buyer or its designated representatives may be present at such inventories, examinations and audits of the Business. Based upon such audits and inventories, Seller’s Accountants will prepare and deliver to Buyer and Sellers no later than the Closing Date a closing statement (the “Closing Statement”), which shall serve as the basis upon which the Closing Proration shall be determined at the Closing. Buyer and Sellers shall cooperate in good faith to agree upon the Closing Statement, provided that, absent manifest error, the records and calculations of Seller’s Accountants (which shall be kept and made in good faith) shall be binding upon all parties to this Agreement.

          (b) If the Closing Proration results in a net credit in favor of Sellers, the Purchase Price shall be increased by the amount of the Closing Proration. If the Closing Proration results in a net credit in favor of Buyer, the Purchase Price shall be reduced by the amount of the Closing Proration.

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ARTICLE 9
Termination

          Section 9.01 Termination of Agreement. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time as provided below:

          (a) By mutual written agreement of Buyer and Sellers;

          (b) By Buyer or Sellers if a court of competent jurisdiction or other governmental entity shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby;

          (c) By Buyer or Sellers, upon termination of the Merger Agreement; and

          (d) By Sellers, if Sellers or any of their respective Affiliates shall have received a Superior Proposal.

          Section 9.02 Termination Fee. In the event of termination of this Agreement by Seller as provided in Section 9.01(d), Seller shall pay Buyer an amount equal to the amount of Buyer’s reasonable out-of-pocket expenses for which Buyer has not theretofore been reimbursed by Seller, provided that the aggregate amount of expenses reimbursed pursuant to this Section 9.02 and Section 9.02 of the Marathon Agreement shall not exceed $350,000.

          Section 9.03 Effect of Termination. In the event of termination of this Agreement by Buyer or Sellers as provided in this Article 9, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Buyer or Sellers, other than the confidentiality provisions of Section 7.03, Section 9.02, this Section 9.03 and Article 11, which provisions shall survive such termination. Notwithstanding the foregoing, to the extent that such termination results from a Party’s intentional misconduct or the willful breach by a Party of any representation, warranty or covenant set forth in this Agreement, then such Party shall be liable for any damages incurred or suffered by the other Parties as a result of such breach.

ARTICLE 10
Remedies; Power of Attorney

          Section 10.01 Sellers’ Specific Performance. Subject to the last sentence of Section 9.03, in the event the Closing fails to occur because of Sellers’ failure to perform its obligations under this Agreement, Buyer shall have the right as its sole and exclusive remedy to specific performance by Seller of its obligations under this Agreement.

          Section 10.02 Indemnification. From and after the Closing, Buyer hereby agrees to indemnify, hold harmless and defend Sellers and their respective parent companies, directors, officers, employees, agents and representatives from and against any and all Assumed Liabilities. From and after the Closing, Unitholder hereby agrees to indemnify, hold harmless and defend Sellers and their respective parent companies, directors, officers, employees, agents

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and representatives from and against any and all Liabilities incurred by any of the foregoing resulting from, arising out of or caused by a breach of Unitholder’s representations and warranties set forth in Section 5.01(e). This Section 10.02 shall survive the Closing.

          Section 10.03 Buyer’s Specific Performance; Limited Power of Attorney.

          (a) Notwithstanding anything to the contrary set forth in this Agreement, if the transactions contemplated hereby are not consummated by reason of Buyer’s default of its obligation to purchase the LLC Interests or the Purchased Assets pursuant to the terms of this Agreement (a “Purchase Default”), Sellers or their parent company shall be entitled, as the sole and exclusive remedy, to (i) cause the assignment and transfer to, and redemption by, BHP of BHP Units owned by Unitholder with a value (determined in accordance with Section 2.04(b)) equal to the unpaid portion of the Purchase Price in satisfaction of Buyer’s payment obligations set forth in Section 2.03 and (ii) retain or direct payment of cash proceeds of the Merger (as defined in the Merger Agreement) otherwise payable to Unitholder (“Unitholder’s Proceeds”) in satisfaction of Buyer’s obligation to pay the Purchase Price or any portion thereof.

          (b) In furtherance of Section 10.03(a)(i), effective upon the occurrence of a Purchase Default, Unitholder hereby constitutes and irrevocably appoints Sellers, by and through any of each Seller’s officers, employees, attorneys, representatives or agents, its true and lawful Attorney-In-Fact, in its name and place and stead and for its benefit, said appointment being coupled with an interest, for the limited purpose of causing the assignment and transfer of BHP Units in accordance with the terms of this Agreement, including the execution of such assignments and other transfer instruments as Sellers may reasonably deem necessary.

          (c) In furtherance of Section 10.03(a)(ii), upon execution of this Agreement, Unitholder shall execute and deliver to Sellers a letter in the form attached hereto as Exhibit F (“Payment Agent Letter”). Following a Purchase Default, Sellers shall be entitled to deliver the Payment Agent Letter to the Payment Agent named therein and take any and all other actions necessary to cause the Payment Agent to deliver the Unitholder’s Proceeds as directed in the Payment Agent Letter. Upon payment of the Purchase Price by Buyer or termination of this Agreement in accordance with Article 9 hereof, whichever occurs first, Sellers shall promptly return the original execution copy of the Payment Agent Letter to Unitholder.

ARTICLE 11
Miscellaneous

          Section 11.01 Survival. None of the representations and warranties of the Parties will survive the Closing.

          Section 11.02 Press Releases and Announcements. No Party shall issue any press release or announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that Sellers and their Affiliates may make any public disclosure Sellers or their Affiliates believe in good faith, based upon the advice of its counsel, is required by law or regulation or the listing standards of the New York Stock Exchange (in which case Sellers will advise Buyer to the extent practicable prior to making the

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disclosure). Any press releases made with the prior knowledge of Robert Boykin shall be deemed to have been made with the prior written approval of Buyer and Unitholder.

          Section 11.03 Entire Agreement. This Agreement (including the documents referred to herein) and the Exhibits hereto constitute the entire agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof.

          Section 11.04 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and its successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties, except that Buyer shall have the right to assign this Agreement to an entity owned and controlled by Robert Boykin and Jack Boykin.

          Section 11.05 Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to create any third-party beneficiaries.

          Section 11.06 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

          Section 11.07 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

          Section 11.08 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to Sellers:	Copy to:
c/o Boykin Lodging Company	Baker & Hostetler LLP
Guildhall Building	3200 National City Center
45 W. Prospect Avenue, Suite 1500	Cleveland, Ohio 44114
Cleveland, Ohio 44115	Attn: John M. Gherlein
Attn: Richard Conti

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If to Buyer:	Copy to:
c/o Robert Boykin	Timothy Q. Hudak
Guildhall Building	Eckert, Seamans, Cherin & Mellott, LLC
45 W. Prospect Avenue, Suite 1550	U.S. Steel Tower
Cleveland, Ohio 4415	600 Grant Street, 44th Floor
	Pittsburgh, Pennsylvania 15219

Any Party may give any notice, request, demand, claim, or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, facsimile, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

          Section 11.09 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Ohio.

          Section 11.10 Consent to Jurisdiction; Venue. Each of the Parties irrevocably submits to the exclusive jurisdiction of the state courts of Ohio and to the jurisdiction of the United States District Court for the Northern District of Ohio, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the Parties irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Ohio state or federal court sitting in the City of Cleveland. Each of the Parties agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          Each of the Parties irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to this Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such Party. Nothing in this Section 11.10 shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.

          Section 11.11 Amendments and Waivers. The Parties may mutually amend any provision of this Agreement at any time prior to the Closing with the prior authorization of its boards of directors or other governing bodies. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

          Section 11.12 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final

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judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

          Section 11.13 Expenses. Each of the Parties shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. Buyer shall pay for any transfer, mortgage, documentary stamp and sales taxes and fees (including State and County mortgage and deed taxes) incurred in connection with the consummation of the transactions contemplated hereby.

          Section 11.14 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Whenever the context requires, words used in the singular shall be construed to mean or include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender. The terms “hereof,” “herein,” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (including all of the Exhibits hereto), and Article, Section and Exhibit references are to the Articles, Sections and Exhibits to this Agreement unless otherwise specified.

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          In Witness Whereof, each of the parties hereto has caused this Agreement to be duly executed by its respective authorized representative as of the date first above written.

SELLERS:
BHP:	BOYKIN HOTEL PROPERTIES, L.P., an Ohio limited partnership
	By:	Boykin Lodging Company, its general partner
	By:	/s/ Richard C. Conti
	Its:	President
LLC SELLER:	BELLBOY, INC., a Delaware corporation
	By:	/s/ Richard C. Conti
	Its:	Vice President
SANIBEL:	SANIBEL VIEW DEVELOPMENT, LLC,
WHITE SAND:	WHITE SAND VILLAS DEVELOPMENT, LLC,
BEACHBOY:	BEACHBOY, LLC,
PSR:	PINK SHELL REALTY, LLC,
	each a Delaware limited liability company
	By:	BellBoy, Inc., the sole member of each of the foregoing
	By:	/s/ Richard C. Conti
	Its:	Vice President
BUYER:	NEW PINK SHELL, LLC, a Delaware limited liability company
	By:	/s/ Robert W. Boykin
	Its:	Managing Member

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UNITHOLDER:	JABO LLC, a Delaware limited liability company
	By: Boykin Management Company Limited Liability Company, its Managing Member
	By:	The Boykin Group, Inc., its Member
	By:	/s/ Robert W. Boykin
		Robert W. Boykin
		President

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Exhibit A

Legal Description of the Property

To be attached. The legal description shall include all portions of the Pink Shell Beach Resort owned by BHP or its subsidiaries. The parties agree to attach an accurate legal description prior to Closing.

Exhibit B

Purchased Assets

1.	The commercial condominium units located on the Property owned by any Asset Seller.
2.	All recreational facilities, equipment and land owned by any Asset Seller associated with the Property.
3.	The riparian rights, marina and dock facility owned by any Asset Seller, which are subject to that certain lease with the State of Florida.
4.	All inventory owned by any Asset Seller located at the Property, including, without limitation, the food and beverage facilities, gift shop, convenience store, vending, front office, spa, housekeeping and recreational facilities.
5.	All furniture, fixtures and equipment located on the Property and owned by any Asset Seller.
6.	All unit management agreements, lease agreements and rental agreement contracts by and between any Asset Seller and individual condominium owners.
7.	Unit # 603 of the White Sand Villas building, Unit # 2112 of the Sanibel View Villas Building and Unit # 435 of the Vacation Villas building.
8.	Two cottage units owned by Asset Sellers.
9.	All land, construction contracts, licenses, permits and approvals for the development of the 43 unit condominium unit development, known as the Captiva Villas, to the extent transferable, and all liabilities and obligations thereof.
10.	Management agreements for the cottage units located adjacent to the Property.
11.	Management agreements and cost reimbursement agreements with the condominium homeowner associations.
12.	To the extent transferable, all intellectual property including tradenames and copyrights used exclusively in connection with the Property and, to the extent transferable, all computer software and hardware currently used exclusively in connection with the operation of the Property including, but not limited to, any Microsoft or other licenses.
13.	To the extent owned or held by an Asset Seller other than Captiva Villas, all revenues (or portions thereof) from the rental of condominium units that are due and owing to individual unit owners for usage through the time of closing.
14.	To the extent owned or held by an Asset Seller other than Captiva Villas, all deposits related to the sale of condominiums which sales have not yet been consummated.

          The contracts and agreements referred to in items 1 through 14, above, are collectively referred to as the “Contracts.”

Exhibit C

Adjustment Amount Methodology

At Closing, the Purchased Price shall be adjusted as follows:

(1)	Increased by all capitalized costs and expenditures incurred from April 1, 2006 through Closing.
(2)	Decreased by the net income (or increased by the net loss) (calculated in accordance with GAAP) of BHP and its subsidiaries directly or indirectly related to the Property and is constituent elements from 12:01 a.m. on April 1, 2006 through Closing, without deduction for depreciation and amortization, prior to the effect of any net income relating to percentage of completion at the Captiva development and prior to any income and expenses relating to any incidents giving rise to workers compensation claims occurring prior to the Cut-Off Date.
(3)	Reduced by the credits in favor of Buyer referenced in Section 7.05 of this Agreement.
(4)	Increased by net additions (or decreased by net reductions) in inventory levels (including, but not limited to Beverage, Gift Shop, Fuel/Oil, Spa Merchandise and Other) as reflected on the balance sheet at the Property at Closing, as compared to the inventory at March 31, 2006, which totaled $144,722.
(5)	Increased or decreased by: prorations set forth on Exhibit D.
(6)	Increased by imputed interest for the period from April 1, 2006 through Closing based upon the total of (a) $1,950,694 plus (b) the project costs of Captiva Villas from the applicable borrowing date (calculated at a monthly interest rate equal to Seller’s monthly interest rate under that certain Amended and Restated Senior Secured Line of Credit by and among BHP, certain of its affiliates and Lehman Brothers Bank, FSB and Lehman Commercial Paper, Inc., excluding any amounts payable in respect of the non-use fee payable thereunder).
(7)	Increased by the net book value as of the Closing Date of all accounts receivable constituting Purchased Assets and decreased by the net book value as of the Closing Date of all accounts payable constituting Assumed Liabilities.

Exhibit D

Closing Proration

          The following matters and items pertaining to the Purchased Interests shall be apportioned between the parties hereto or, where applicable, credited in total to a particular party, as of 12:01 a.m. on the Closing Date (the “Closing 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 Closing Cutoff Time (whether or not due, owing or delinquent as of the Closing 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 Closing Cutoff Time. Each of the following prorations shall be calculated to avoid any duplication.

               (a) 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 Closing Cutoff Time between Buyer and Seller. Seller shall be charged with such taxes and assessments accrued up to, but not including, the date on which the Closing Cutoff Time occurs, and Buyer shall be entitled to a credit for said taxes and assessments. 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 for such item. In addition, Seller shall retain liability for sales, use and occupancy tax relating to time periods prior to February 15, 2006 including amounts discovered through a sales tax audit that occurs after the sale.

..

               (b) 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 Closing Cutoff Time between Buyer and Seller. 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 to the extent applicable laws permit these deposits to be transferred into the Buyer’s name. Where possible, cutoff readings will be secured for all utilities as of the Closing 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 or calculated by meter readings bill for such service.

               (c) Any amounts prepaid or payable under any contracts or insurance policies affecting the Property shall be prorated as of the Closing Cutoff Time between Buyer and Seller. Such amounts include but are not limited to, prepaid advertising fees, prepaid permits and licenses, prepaid dues and subscriptions, prepaid maintenance, prepaid accounting and legal services, prepaid franchise taxes and fees, prepaid visitor and convention bureau fees and prepaid utilities. All amounts known to be due under such contracts or such insurance policies 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. All prepaid amounts with reference to periods prior to the Closing Date shall be credited to Seller as an increase in the Purchase Price.

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

               (e) All cash on hand in house banks (including the general manager’s petty cash fund) on the morning of the Closing Date shall be credited to Seller.

               (f) Buyer shall be entitled to a credit for all security and other deposits held by Seller as of the Closing Cutoff Time with respect to the Property, provided that these items can be legally transferred to the Buyer.

               (g) Buyer shall be entitled to a credit for 100% of the value of all outstanding gift certificates.

Subsequent Prorations. Upon receipt of the 2006 tax bill for taxes listed below, the parties agree to adjust the payments contemplated hereby in the same manner as if such bills had been available at the Closing (i.e., Buyer shall be responsible for all payment obligations relating to the period from January 1, 2006 to February 14, 2006):

1. nondelinquent ad valorem taxes;
2. special or general assessments; and
3. real and personal property taxes.

Exhibit E

Interim Adjustment Amount

Pink Shell Resort and Related Entities

Accounting						Pro-rated		Construction
Date		Payee	Description	Full Amount		Amount		Costs		Postage		Marketing		Travel		Capital
Captiva
		Various brokers	Commission advances		45,000.00		45,000.00		45,000.00
	12/20/2005	Lee County	Permit Fees		21,660.60		21,660.60		21,660.60
	12/29/2005	Fedell Group	Builders Risk Insurance Deposit		82,557.62		82,557.62		82,557.62
	1/11/2006	DHL	CTV Construction		10.08		10.08				10.08
	1/13/2006	PMC	December Consultant Fees		16,427.98		3,709.54		3,709.54
	1/20/2006	Westfield Bank FSB	Builders Risk Insurance Payment		28,308.42		28,308.42		28,308.42
	1/24/2006		Dec Postcard Storage		26.50		5.98						5.98
	1/24/2006	DHL	CTV Construction		15.90		15.90				15.90
	1/27/2006	Mike McGuire	1/17 trip to Captiva		419.85		419.85								419.85
	1/31/2006	DHL	CTV Construction		6.81		6.81				6.81
	2/1/2006	Westfield Bank FSB	Builders Risk Insurance Payment		28,308.42		28,308.42		28,308.42
	2/8/2006	Roetzel & Andress	Legal Fees (1/20/2006)		120.00		120.00		120.00
	2/8/2006	Kraft Construction	GC Appl#1		620,546.00		620,546.00		620,546.00
	2/13/2006	eBlueprint Lakeside	blueprints (Jan)		1,796.04		1,796.04		1,796.04
	2/13/2006	ASC Geosciences	Foundation Pile Load Testing		4,630.00		4,630.00		4,630.00
	2/13/2006	Naylor Group	January Fees		2,025.00		2,025.00		2,025.00
	2/13/2006		Jan Postcard Storage		25.00		25.00						25.00
Pink Shell
	1/20/2006	Turrell & Associates	Dec Fees — Marina Development		166.25		37.54										37.54
	2/13/2006	Hans Wilson Assoc	Task IC — Docks (1/31/2006)		63.75		63.75										63.75
	2/13/2006	Spectrum Design	Layout Space; furn selection (2/1/06)		836.00		836.00										836.00
Sanibel View Villas
	1/31/2006	Pink Shell Resort	Sanibel View Carpet		945.00		945.00										945.00
					853,895.22		841,027.56		838,661.64		32.79		30.98		419.85		1,882.29

     The above schedule includes Captiva Development construction costs and related marketing and administrative expenditures, as well as Pink Shell/White Sand capital costs.

Pink Shell Resort and Related Entities

Accounting							Construction
Date		Payee	Description	Amount			Costs			Capital
Captiva Villas
	3/1/2006	Westfield Bank FSB	Builders Risk Insurance Payment		28,308.42			28,308.42
	3/2/2006	Kraft Construction	GC Appl#2		488,297.48			488,297.48
	3/9/2006	HKS Architects	2/14/06 Professional Services		4,025.61			4,025.61
	3/9/2006	Humiston & Moore Engineers, Inc	January Professional Services		301.70			301.70
	3/9/2006	PMC	January Professional Services		10,232.45			10,232.45
	3/9/2006	Roetzel & Andress	Legal Fees (2/23/2006)		187.00			187.00
	3/9/2006	TLC	Threshold Inspection		4,237.50			4,237.50
	3/13/2006	Naylor Group	February Fees		1,750.00			1,750.00
	3/21/2006	Ink Engineering	Captiva Valet Parking		626.76			626.76
	3/21/2006	TLC	Threshold Inspection		3,851.18			3,851.18
	3/21/2006	eBlueprint Lakeside	blueprints		82.33			82.33
	3/22/2006	PMC	February Professional Fees		17,566.47			17,566.47
	3/29/2006	Kraft Construction	GC Appl #3		553,163.01			553,163.01
	3/30/2006	Humiston & Moore Engineers, Inc	Overpayment Credit		(597.66	)		(597.66	)
	3/31/2006	Various Brokers	Accrue commissions due		203,025.00			203,025.00
	3/31/2006	Roetzel & Andress	1st qtr accrual		1,690.55			1,690.55
	3/31/2006	Humiston & Moore Engineers, Inc	1st qtr accrual		2,625.00			2,625.00
	3/31/2006	Naylor Group	1st qtr accrual		46.25			46.25
	3/31/2006	Kraft Construction	1st qtr accrual		185,000.00			185,000.00
	3/31/2006	HKS Accruals	1st qtr accrual		7,125.87			7,125.87
	3/31/2006	PMC	1st qtr accrual		11,000.00			11,000.00
Pink Shell Resort
	3/1/2006	Micros Systems			1,075.75						1,075.75
	3/1/2006	Top Stitch Upholstery	Jo Jo’s		5,552.00						5,552.00
	3/13/2006	Hans Wilson Assoc	Task J - Shoreline History		48.75						48.75
	3/28/2006	Top Stitch Upholstery	Jo Jo’s		4,200.00						4,200.00
	3/31/2006	Micros Systems	1st qtr accrual		2,573.48						2,573.48
White Sand Villas
	2/23/2006	Ink Engineering	Survey & Mapping for Fence (2/16/2006)		2,075.00						2,075.00
	3/31/2006	White Dove Mattress Co	1st qtr accrual		857.98						857.98
	3/31/2006	Spectrum Design	1st qtr accrual		2,479.00						2,479.00
	3/31/2006	Spectrum Design	1st qtr accrual		534.60						534.60
	3/31/2006	Blue Leaf Hospitality	1st qtr accrual		495.00						495.00
	3/31/2006	New West Mattress Co	1st qtr accrual		88.94						88.94
					1,542,525.42			1,522,544.92			19,980.50

Boykin Hotel Properties
Interest on Captiva Construction
2006

																	INTEREST				NON-USE FEES
																					0.375%
		Principal		Period Outstanding		Number		Base Rate/											Total		Increases		Total		Net		Cumulative
Spend		Amount		From	To	of Days		LIBOR			Spread			Rate			Interest		by Month		in non-use fees		by Month		interest cost		Cost
			838,661.64	2/15/2006	2/28/2006		14		4.6250	%		3.750	%		8.3750	%		2,731.47		2,731.47		122.30		122.30		2,609.17		2,609.17
28,308.42			866,970.06	3/1/2006	3/1/2006		1		4.6250	%		3.750	%		8.3750	%		201.70				9.03
488,297.48			1,355,267.54	3/2/2006	3/8/2006		7		4.6250	%		3.750	%		8.3750	%		2,207.01				98.82
18,984.26			1,374,251.80	3/9/2006	3/12/2006		4		4.6250	%		3.750	%		8.3750	%		1,278.81				57.26
1,750.00			1,376,001.80	3/13/2006	3/20/2006		8		4.6250	%		3.750	%		8.3750	%		2,560.88				114.67
4,560.27			1,380,562.07	3/21/2006	3/21/2006		1		4.6250	%		3.750	%		8.3750	%		321.16				14.38
17,566.47			1,398,128.54	3/22/2006	3/28/2006		7		4.6250	%		3.750	%		8.3750	%		2,276.80				101.95
553,163.01			1,951,291.55	3/29/2006	3/29/2006		1		4.6250	%		3.750	%		8.3750	%		453.94				20.33
(597.66	)		1,950,693.89	3/30/2006	3/31/2006		2		4.6250	%		3.750	%		8.3750	%		907.60		10,207.90		40.64		457.07		9,750.83		12,359.99

   Pink Shell
Profit & Loss
 Year to Date

	2/15/2006																		3/31/2006																		Purchase price adjustment
							White Sand																		White Sand																	White Sand
	BHP - Pink Shell			Pink Shell			Villas			Sanibel View			Captiva Villas						BHP - Pink Shell			Pink Shell			Villas			Sanibel View			Captiva Villas						BHP - Pink Shell			Pink Shell		Villas			Sanibel View			Captiva Villas
	YTD			Resort YTD			Development			Development			Development			Total			YTD			Resort YTD			Development			Development			Development			Total			YTD			Resort YTD		Development			Development			Development			Total
Rooms Revenue	$	—		$	1,061,713		$	—		$	—		$	—		$	1,061,713		$	—		$	3,203,948		$	—		$	—		$	—		$	3,203,948		$	—		$	2,142,235	$	—		$	—		$	—		$	2,142,235
F&B Revenue		—			182,804			—			—			—			182,804			—			496,758			—			—			—			496,758			—			313,954		—			—			—			313,954
Revenue from sale of condos																																1,005,903						—			—		—			—			1,005,903			1,005,903
Other Revenue		—			193,131			(1,503	)		(1,038	)		—			190,590			—			483,510			(2,771	)		(2,192	)		—			478,547			—			290,379		(1,268	)		(1,154	)		—			287,957
TOTAL REVENUE		—			1,437,648			(1,503	)		(1,038	)		—			1,435,107			—			4,184,216			(2,771	)		(2,192	)		1,005,903			4,179,253			—			2,746,568		(1,268	)		(1,154	)		1,005,903			3,750,049
Room Expense		—			311,240			—			—			—			311,240			—			640,969			—			—			—			640,969			—			329,729		—			—			—			329,729
F&B Expense		—			141,451			—			—			—			141,451			—			352,897			—			—			—			352,897			—			211,446		—			—			—			211,446
Cost of Condo Units Sold																																907,583						—			—		—			—			907,583			907,583
All Other Expenses		—			167,834			(1,481	)		(1,985	)		—			164,368			—			370,372			(5,477	)		(5,591	)		—			359,304			—			202,538		(3,995	)		(3,606	)		—			194,936
TOTAL DEPT EXPENSE		—			620,525			(1,481	)		(1,985	)		—			617,059			—			1,364,238			(5,477	)		(5,591	)		907,583			1,353,170			—			743,713		(3,995	)		(3,606	)		907,583			1,643,694
Rooms Profit		—			750,473			—			—			—			750,473			—			2,562,979			—			—			—			2,562,979			—			1,812,506		—			—			—			1,812,506
F&B Profit		—			41,353			—			—			—			41,353			—			143,861			—			—			—			143,861			—			102,508		—			—			—			102,508
Condo Profit																																98,320						—			—		—			—			98,320			98,320
All Other Profit		—			25,297			(22	)		947			—			26,222			—			113,138			2,705			3,399			—			119,242			—			87,841		2,727			2,452			—			93,020
TOTAL DEPT PROFIT		—			817,123			(22	)		947			—			818,048			—			2,819,978			2,705			3,399			98,320			2,826,082			—			2,002,855		2,727			2,452			98,320			2,106,354
Administrative and general		—			119,975			—			—			—			119,975			—			275,534			—			—			—			275,534			—			155,559		—			—			—			155,559
Marketing		—			127,481			—			—			98			127,579			—			198,997			3,961			—			4,974			207,932			—			71,516		3,961			—			4,877			80,353
Utilities		—			47,381			100			—			—			47,481			—			91,733			245			—			—			91,978			—			44,352		145			—			—			44,497
Repairs & Maintenance		—			81,397			—			—			—			81,397			—			211,619			2,075			—			—			213,694			—			130,222		2,075			—			—			132,297
Franchise Fees		—			—			—			—			—			—			—			—			—			—			—			—			—			—		—			—			—			—
Management Fees		—			28,353			—			—			—			28,353			—			84,507			—			—			—			84,507			—			56,154		—			—			—			56,154
TOTAL UNDISTRIBUTED		—			404,587			100			—			98			404,784			—			862,390			6,280			—			4,974			873,644			—			457,803		6,181			—			4,877			468,860
HOUSE PROFIT		—			412,536			(122	)		947			(98	)		413,264			—			1,957,588			(3,575	)		3,399			93,346			1,952,438			—			1,545,052		(3,453	)		2,452			93,444			1,637,495
Property Insurance		27,206			14,780			17,050			—			—			59,036			63,569			28,872			45,656			—			—			138,097			36,363			14,092		28,606			—			—			79,061
Property Taxes		10,348			—			6,934			1,112			5,652			24,045			20,695			—			13,868			2,224			11,303			48,090			10,347			—		6,934			1,112			5,651			24,045
Rent		(76,786	)		76,786			—			—			—			—			(672,027	)		672,027			—			—			—			—			(595,241	)		595,241		—			—			—			—
Leases		780			—			—			—			—			780			1,561			—			—			—			—			1,561			780			—		—			—			—			780
Other Fixed Expenses		833			462,651			54			60			11,125			474,723			833			1,297,125			127			89			11,740			1,309,914			—			834,474		72			30			615			835,191
OPERATING INCOME (LOSS)		37,619			(141,681	)		(24,159	)		(225	)		(16,874	)		(145,320	)		585,369			(40,436	)		(63,225	)		1,085			70,303			454,776			547,750			101,245		(39,066	)		1,310			87,177			698,416
Interest expense (income)		—			—			(27	)		(17	)		—			(44	)		(40,741	)		40,741			(38	)		(21	)		—			(60	)		(40,741	)		40,741		(11	)		(4	)		—			(15	)
Amortization of deferred financing costs		—			—			—			—			—			—			—			—			—			—			—			—			—			—		—			—			—			—
Depreciation expense		79,486			—			23,800			1,115			—			104,401			159,421			—			47,938			2,231			—			209,591			79,935			—		24,139			1,115			—			105,189
NET INCOME (LOSS)		(41,867	)		(141,681	)		(47,932	)		(1,323	)		(16,874	)		(249,677	)		466,689			(81,177	)		(111,126	)		(1,124	)		70,303			245,245			508,556			60,504		(63,194	)		199			87,177			593,242
Adjustments to Net Income (Loss)
Depreciation expense		79,486			—			23,800			1,115			—			104,401			159,421			—			47,938			2,231			—			209,591			79,935			—		24,139			1,115			—			105,189
Amortization of deferred financing costs		—			—			—			—			—			—			—			—			—			—			—			—			—			—		—			—			—			—
Percentage of Completion Income		—			—			—			—			—			—			—			—			—			—			(1,005,903	)		(1,005,903	)		—			—		—			—			(1,005,903	)		(1,005,903	)
Percentage of Completion Expense		—			—			—			—			—			—			—			—			—			—			907,583			907,583			—			—		—			—			907,583			907,583
Pre-2/15 Claims W/C Reserve Adjustment		—			—			—			—			—			—						50,407												50,407			—			50,407		—			—			—			50,407
Other adjustments		166			—			—			—			2,218			2,384			166			10,184			—			—			2,218			12,568			—			10,184		—			—			—			10,184
ADJUSTED INCOME		37,785			(141,681	)		(24,132	)		(208	)		(14,656	)		(142,892	)		626,277			(20,586	)		(63,187	)		1,107			(25,799	)		419,491			588,491			121,095		(39,055	)		1,314			(11,143	)		660,703

Purchase Price	Pink Shell
Pink Shell profit adjustment		(660,702.69	)
Pre-Feb 15 th capital — Pink Shell		841,027.56
Post Feb 15 th capital — Pink Shell		1,542,525.42
Interest through 3/31/2006 — PSR		12,359.99
Pink Shell inventory adjustment		(48,886.01	)
Total Purchase Price Adj.	$	1,686,324.27

Exhibit F

Payment Agent Letter

[Payment Agent Name]
[Payment Agent Address]

May ___, 2006

     Re: Payment of Merger Consideration

Ladies and Gentlemen:

     Reference is made to that certain Agreement and Plan of Merger, dated May ___, 2006, among [Parent], [REIT Merger Sub], [OP Merger Sub], [Company] and [Operating Partnership] (the “Merger Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

     Pursuant to the Merger Agreement, the undersigned, JABO LLC, a Delaware limited liability company (“Unitholder”) is entitled to receive certain Common Share Merger Consideration of no less than $___1 (the “Merger Consideration”). [Unitholder] hereby authorizes and directs [ Payment Agent] to pay the Merger Consideration, or such portion thereof as is set forth on Schedule 1 attached hereto, to Boykin Lodging Company, an Ohio corporation (the “Company”), or the Company’s designee identified on Schedule 1, pursuant to the wire transfer instructions set forth on Schedule 1.

Sincerely,

[Unitholder]

¹ The Company shall be entitled to insert the appropriate amount of Merger Consideration and complete Schedule 1 prior to delivery to the Payment Agent.

Schedule 1

Wire Transfer Instructions

Payee:                                                                                                     
Payee EIN:                                                                                                    
Payment Amount:$                                                                                

Wire Transfer Instructions:

EX-10.4 7 l20354aexv10w4.htm EX-10.4 LLC INTERESTS PURCHASE AGRMT-MARATHON PARTNERS

Exhibit 10.4

LIMITED LIABILITY COMPANY INTERESTS PURCHASE AGREEMENT

          This Limited Liability Company Interests Purchase Agreement (this “Agreement”), is dated as of May 19, 2006, (the “Effective Date”) by and among BellBoy, Inc., a Delaware corporation (“Seller”), New Banana Bay, LLC, a Delaware limited liability company (“Buyer”), and JABO LLC, a Delaware limited liability company (“Unitholder”). Buyer, Seller and Unitholder are referred to collectively herein as the “Parties” and each individually as a “Party.”

Background

          WHEREAS, Seller owns 100% of the outstanding limited liability company interests (the “LLC Interests”) in Marathon Partners Manager LLC, a Delaware limited liability company (“Marathon Manager”), and Marathon Manager owns 50% of the outstanding limited liability company interests in Marathon Partners LLC, a Delaware limited liability company (the “LLC”);

          WHEREAS, the LLC is the owner in fee simple of the real property commonly known as the Banana Bay Resort and located at 4590 Overseas Highway, Marathon, Florida 33050 (the “Property”); and

          WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the LLC Interests, on the terms and conditions set forth in this Agreement.

Agreement

          Now, Therefore, in consideration of the premises and mutual covenants set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE 1
Definitions

          Section 1.01 Definitions. Capitalized terms used herein will have the following meanings:

          “Adjustment Amount” means the net credit in favor of Seller or Buyer, as the case may be, determined in accordance with Section 8.02 and Exhibit A of this Agreement. The Adjustment Amount at Closing shall be calculated without duplication of any amounts included in the calculation of the Interim Adjustment Amount.

          “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended.

          “BHP” means Boykin Hotel Properties, L.P., an Ohio limited partnership.

          “BHP LP Agreement” means the Third Amended and Restated Agreement of Limited Partnership of BHP dated September 30, 2002, as amended.

          “BHP Unit” means a Common Partnership Unit, as that term is defined is defined in the BHP LP Agreement.

          “Interim Adjustment Amount” means a credit in favor of Seller in the amount of $1,613,566, representing the agreed-upon Adjustment Amount through and including March 31, 2006.

          “Liabilities” means any and all liabilities, claims, actions, demands, expenses, obligations, damages, suits in equity, debts, accounts, costs, setoffs, contributions, promises, covenants, attorneys’ fees, and/or causes of action of whatever kind or character.

          “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of May 19, 2006, among Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, Boykin Lodging Company and BHP.

          “Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

          “Purchase Price” means an amount equal to $3,913,566 (which amount includes the Interim Adjustment Amount), plus or minus, as the case may be, the Adjustment Amount.

          “Superior Proposal” means any inquiry, proposal or offer from any Person relating to (i) the Property or (ii) the LLC Interests (including, without limitation, any inquiry, proposal or offer relating to or involving other assets or equity interests of Seller or its Affiliates), that Seller or its parent company determines in good faith, after consultation with counsel and a financial advisor of nationally recognized reputation, is more favorable to Seller or its Affiliates than the transactions contemplated by this Agreement.

ARTICLE 2
Purchase and Sale of LLC Interests

          Section 2.01 Purchase of LLC Interests. On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Buyer, the LLC Interests.

          Section 2.02 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Baker & Hostetler LLP, 3200 National City Center, Cleveland, Ohio, on the date of, and immediately prior to, the closing of the transactions contemplated by the Merger Agreement (the “Closing Date”).

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          Section 2.03 Payments on the Closing Date.

          (a) Subject to Section 10.03, at the Closing, Buyer shall pay to Seller, an amount equal to the Purchase Price. Payment shall be made by wire transfer of immediately available funds pursuant to wire transfer instructions delivered by Sellers to Buyer at least one business day prior to Closing.

          (b) So long as such cooperation does not (i) impose upon Seller any adverse tax consequences or any other liabilities, or (ii) adversely impact the ability of Seller to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof or directly or indirectly impose any adverse present or future tax consequences to the Parent (as defined in the Merger Agreement) or its subsidiaries, as determined by the Parent in its sole discretion, Seller shall, upon receipt of an Option Notice (as defined in Section 2.03(c)), cooperate to satisfy all or any portion of Buyer’s obligation to pay the Purchase Price as contemplated by Section 2.03(c).

          (c) If Buyer timely delivers an Option Notice in accordance with this Section 2.03(c), Seller shall transfer or otherwise distribute the LLC Interests specified in the Option Notice to BHP prior to Closing. At Closing, BHP shall distribute the applicable LLC Interests to Buyer. In exchange therefor, Unitholder shall transfer to BHP, and BHP shall redeem, a number of BHP Units owned by Unitholder with a value equal to the Purchase Price or the applicable portion thereof (the “Unit Option”). For purposes of this Agreement, the value of a BHP Unit shall equal the Common Share Merger Consideration (as defined in the Merger Agreement). Buyer shall deliver notice of its intention to exercise the Unit Option (including the portion of the Purchase Price to be satisfied through exercise of the Unit Option) at least five (5) business days prior to Closing (the “Option Notice”). The Option Notice shall identify the portion of the LLC Interests Buyer intends to acquire through exercise of the Unit Option. For the avoidance of doubt, Buyer and Unitholder shall have no right to exercise the Unit Option if the conditions set forth in Section 2.03(b) are not satisfied.

          Section 2.04 Buyer’s Additional Closing Date Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller all of the following, each duly executed as applicable:

          (a) resolutions of Buyer authorizing the execution and delivery of this Agreement by Buyer and the performance of Buyer’s obligations hereunder;

          (b) a certificate executed by an executive officer of Buyer dated the Closing Date certifying on behalf of Buyer that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled.

          (c) if the Purchase Price is paid pursuant to the Unit Option as contemplated by Section 10.03 or Section 2.03(b), an assignment of units in form and substance reasonably satisfactory to Seller and Buyer sufficient to convey to BHP good, valid and marketable title to the BHP Units, free and clear of all liens, claims and encumbrances.

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          Section 2.05 Seller’s Closing Date Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer all of the following, each duly executed and notarized as applicable:

          (a) an assignment of the LLC Interests in form and substance reasonably satisfactory to Buyer and Seller sufficient to convey to Buyer good, valid and marketable title to the LLC Interests, free and clear of all liens, claims and encumbrances;

          (b) a certificate executed by an officer of Seller dated the Closing Date certifying on behalf of Seller that the conditions set forth in Sections 6.03(a) and 6.03(b) have been fulfilled;

          (c) 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 LLC Interests; and

          (d) resolutions of Seller authorizing the execution and delivery of this Agreement and performance of Seller’s obligations hereunder.

ARTICLE 3
Seller’s Representations and Warranties

          Section 3.01 Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer as of the date hereof as follows:

          (a) Seller has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and constitutes a valid and binding obligation of Seller, enforceable against such Seller in accordance with its terms.

          (b) Seller is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its organization. Seller has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Seller of the transactions contemplated hereby will not, result in a breach or default under Seller’s limited liability company agreement or other governing instrument.

          (c) Seller does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement, other than any amounts required to be paid by Seller to UBS Investment Bank, which shall be the sole responsibility of Seller.

          (d) Except for consents and approvals already obtained, no consent or approval of any Person, is required with respect to the execution and delivery of this Agreement

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by Seller or the consummation by Seller of the transactions contemplated hereby or the performance of Seller’s obligations under the Agreement.

          (e) Seller legally and beneficially owns 100% of the issued and outstanding equity interests in Marathon Manager and Marathon Manager legally and beneficially owns 50% of the issued and outstanding equity interests in the LLC, in each case free and clear of any liens, claims and encumbrances. Upon consummation of the transactions contemplated hereby, Buyer shall acquire good and valid title to the LLC Interests, free and clear of any liens, claims and encumbrances.

          (f) With the exception of any obligations arising in connection with the Orion Loan (as defined in Section 7.05) and any guarantees of direct obligations of Marathon Manager or the LLC relating solely to the Property or the development thereof, neither Marathon Manager nor the LLC is a guarantor of any indebtedness or other obligations of Seller or any of Seller’s affiliates.

          Section 3.02 Exclusivity of Representations. THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE 3 ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES RELATING TO SELLER, THE PROPERTY, THE LLC INTERESTS AND THE BUSINESS AND OPERATIONS RELATING THERETO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS AGENTS OR REPRESENTATIVES (AND IN THE CASE OF BUYER, ANY OFFICER, DIRECTOR OR EMPLOYEE THEREOF) OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA.

ARTICLE 4
Buyer’s Representations and Warranties

          Buyer represents and warrants to Seller as of the date hereof as follows:

          Section 4.01 Authority. Buyer has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

          Section 4.02 Organization of Buyer. Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction in which it is organized. Buyer has full limited liability company power and authority to carry on the business in which it is engaged. Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation. Buyer has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this

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Agreement do not, and the consummation by Buyer of the transactions contemplated hereby will not, result in a breach or default under Buyer’s limited liability company agreement or other governing instrument.

          Section 4.03 Brokers Fees. Buyer does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

          Section 4.04 Consents and Approvals. No consent or approval of any Person, 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.

          Section 4.05 No Registration. Buyer understands and acknowledges that none of the LLC Interests have been or will be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States.

          Section 4.06 Investment Intent. The LLC Interests are being acquired for Buyer’s own account for investment purposes and not with the view to, or for resale in connection with, any distribution, or public offering thereof within the meaning of the Securities Act. The entire legal and beneficial interest of the LLC Interests is being acquired, and will be held, for Buyer’s account only, and neither in whole nor in part for any other person or entity. Buyer understands and acknowledges that no market exists for the LLC Interests and that the LLC Interests may not be sold except pursuant to a registration statement under the Act or pursuant to applicable federal and state exemptions from registration.

          Section 4.07 Accredited Investor. Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Act.

          Section 4.08 Reliance by Seller; Suitability and Sophistication. Buyer understands and agrees that Seller is relying upon the accuracy of the representations, warranties, acknowledgments and agreements set forth herein in complying with the obligations of Seller under applicable securities laws. Buyer has (a) such knowledge and experience in financial and business matters that it is capable of independently evaluating the risks and merits of acquiring the LLC Interests and of making an informed investment decision, (b) independently evaluated the risks and merits of acquiring the LLC Interests and has independently determined that the LLC Interests is a suitable investment for it, and (c) sufficient financial resources to bear the loss of its entire investment in the LLC Interests.

          Section 4.09 Condition of Assets and Limitations of Seller’s Representations. Buyer acknowledges that (a) Buyer will have a reasonable opportunity to inspect and investigate the Property and all matters relating thereto, including, without limitation, all of the physical, environmental and operational aspects of the Property, either independently or through agents and experts of Buyer’s choosing and (b) Buyer will acquire the LLC Interests based upon Buyer’s own investigation and inspection. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, WITH THE EXCEPTION OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN

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ARTICLE 3, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, IN RESPECT OF THE LLC INTERESTS OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO THE PHYSICAL, ENVIRONMENTAL OR OPERATING CONDITION OF THE PROPERTY OR THE PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATION AND SIMILAR STRUCTURAL AND OPERATING COMPONENTS, OR THE FINANCIAL CONDITION, PAST, PRESENT OR FUTURE, OF THE PROPERTY OR THE LLC. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS EXPRESSLY DISCLAIMED ANY SUCH OTHER OR IMPLIED REPRESENTATIONS AND WARRANTIES NOTWITHSTANDING THE DELIVERY TO BUYER OR ITS AGENTS OR REPRESENTATIVES (AND IN THE CASE OF BUYER, ANY OFFICER, DIRECTOR OR EMPLOYEE THEREOF) OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER SHALL BE UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURE REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, ITS OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES.

          Section 4.10 Release from Liability. Except as may be expressly provided in this Agreement, Buyer, for itself and its successors in interest, releases Seller and its successors in interest from, and waives all claims and liability against Seller for, any structural, physical and/or environmental condition at the Property, and hereby releases Seller from, and waives all liability against Seller attributable to, the structural, physical and/or environmental condition of the Property, including without limitation the presence, discovery or removal of any hazardous substances in, at, about or under the Property, or connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by SARA Superfund Amendment and Reauthorization Act of 1986), and as may be further amended from time to time) or any related claims or causes of action or any other federal or state based statutory or regulatory causes of action for environmental contamination at, in or under the Property.

ARTICLE 5
Unitholder’s Representations and Warranties

          Section 5.01 Unitholder’s Representations and Warranties. Unitholder hereby represents and warrants to Seller as of the date hereof as follows:

     (a) Unitholder has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Unitholder. This Agreement has been duly executed and delivered by Unitholder, and constitutes a valid and binding obligation of Unitholder, enforceable against Unitholder in accordance with its terms.

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          (b) Unitholder is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation. Unitholder has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Unitholder of the transactions contemplated hereby will not, result in a breach or default under (with or without notice or lapse of time, or both), Unitholder’s limited liability company agreement or other governing instrument or any contract, agreement or other instrument binding upon Unitholder.

          (c) No consent or approval of any Person, is required with respect to the execution and delivery of this Agreement by Unitholder or the consummation by Unitholder of the transactions contemplated hereby or the performance of Unitholder’s obligations under the Agreement.

          (d) Unitholder will realize a substantial economic benefit as a result of the consummation of the transactions contemplated hereby.

          (e) Unitholder legally and beneficially owns, and at Closing will own, BHP Units with a fair market value equal to or greater than the sum of (i) the Purchase Price plus (ii) the Purchase Price, as that term is defined in the Limited Liability Company Interests and Asset Purchase Agreement of even date herewith by and among Buyer and certain affiliates of Seller relating to the sale of the Pink Shell Beach Resort & Spa (the “Pink Shell Agreement”), free and clear of any liens, claims and encumbrances. Upon satisfaction of Buyer’s obligation to pay the Purchase Price pursuant to the redemption of BHP Units as contemplated by this Agreement, if applicable, BHP shall acquire good, marketable and valid title to that portion of the BHP Units redeemed in payment of the Purchase Price, free and clear of any liens, claims and encumbrances.

ARTICLE 6
Closing Conditions And Deliveries

          Section 6.01 Mutual Conditions. The obligations of each of the Parties to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions precedent:

          (a) With the exception of the filing of the OP Merger Certificate (as defined in the Merger Agreement), all of the conditions precedent to the consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the conditions set forth in Section 5.1(a) and Section 5.2(a) thereof, shall have been satisfied.

          Section 6.02 Additional Conditions to Obligations of Seller. The obligation of Seller to effect the transactions contemplated by this Agreement shall also be subject to the fulfillment or waiver by Seller of the following conditions:

          (a) The representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects with the same effect as if made at and as of the Closing Date.

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          (b) Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by Buyer hereunder at or prior to the Closing.

          (c) Seller shall have received the documents required to be delivered by Buyer pursuant to Section 2.04.

          Section 6.03 Additional Conditions to Obligations of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement shall also be subject to the fulfillment or waiver by Buyer of the following conditions:

          (a) The representations and warranties of Seller set forth in Article 3 shall be true and correct in all material respects with the same effect as if made at and as of the Closing Date.

          (b) Seller shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by Seller hereunder at or prior to the Closing.

          (c) Buyer shall have received the documents required to be delivered by Seller pursuant to Section 2.05.

ARTICLE 7
Agreements of the Parties

          Section 7.01 Maintain Hotel; Construction.

          (a) Subject to Section 7.07, at all times prior to the Closing Date, Seller shall operate the Property, or cause the Property to be operated, in the ordinary course of business consistent with past practices and continue to maintain the insurance on the Property consistent with past practice. In addition, prior to the Closing Date, Seller shall not, without the prior written consent of Buyer: (i) permit any new leases or material agreements with respect to the Property or the LLC that are not terminable by Seller or the LLC upon 30 days notice or less without the payment of a termination fee or penalty; (ii) permit the LLC to grant any liens or encumbrances on the Property other than liens arising in the ordinary course of business; or (iii) transfer or otherwise dispose of the Property.

          (b) Notwithstanding Section 7.01(a), Buyer hereby acknowledges that Seller has commenced the Project on the Property. Nothing set forth in this Agreement shall restrict or prohibit Seller from pursuing development of the Project at such time and on the schedule determined by Seller in its sole discretion, but in all events, in accordance in all material respects with all applicable contracts, laws, rules and regulations. For purposes hereof, the “Project” means the ongoing redevelopment of and construction on the Property.

          Section 7.02 Buyer’s Access to Information and Records Before Closing. Subject to Section 7.03, from and after the date of this Agreement until Closing, Seller shall permit representatives of Buyer to have reasonable access during customary business hours, and in a manner so as not to interfere with the normal business operations of Seller, to all premises,

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properties, books, records, contracts, tax records and documents of or pertaining to the LLC and the Property.

          Section 7.03 Confidentiality. Each of the parties hereto (each a “Receiving Party”) agrees, and shall cause each of 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”) 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 (a) to the extent required by applicable law, and (b) 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 7.03 shall survive any termination of this Agreement. 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.

          Section 7.04 Further Assurances. Prior to, at and after the Closing, each party to this Agreement shall execute and deliver such further instruments of conveyance, sale, assignment or transfer, and shall take or cause to be taken such other or further action as is reasonably requested by a party hereto, in order to effectuate the terms and conditions of this Agreement.

          Section 7.05 Title Matters. In the event Buyer elects to obtain a title policy in respect of the Property at Closing, Seller shall obtain such title policy from Fidelity National Title Insurance Company, Cleveland, Ohio (the “Title Company”) and Seller shall execute customary title affidavits and certificates as are required by the Title Company in connection with the issuance of the title policy. In addition, Seller shall be obligated to remove any monetary, mortgage or other financing liens on the Property arising from and after the Effective Date regardless of whether Buyer elects to obtain a title policy. Notwithstanding the foregoing, Seller shall, in no event, be obligated to remove the mortgage and financing liens with respect to the indebtedness evidenced in that certain Loan Agreement, dated as of February 1, 2006, between the LLC and Orion Bank, a Florida banking corporation (the “Orion Loan”).

          Section 7.06 Indemnity Obligation. From and after the Closing, Seller shall indemnify and hold Buyer harmless against any expenses incurred by the LLC prior to December 23, 2005 that are not paid prior to the Closing. Buyer represents and warrants that to Buyer has no knowledge of any such unpaid expenses (it being understood and agreed that Buyer’s knowledge in this Section shall mean and be limited to the actual knowledge of Robert W. Boykin). This Section 7.06 shall survive the Closing.

          Section 7.07 Casualty; Condemnation. Buyer shall not be relieved of Buyer’s obligations hereunder notwithstanding the occurrence of any damage or destruction to the

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Property or any condemnation of all or any portion of the Property, provided that, prior to Closing, Seller shall and shall cause the LLC to diligently pursue any insurance claims or any rights Seller or the LLC may have in connection with any condemnation proceedings relating to the Property.

          Section 7.08 Employee Matters; Workers Compensation Claims. At Closing, Buyer shall receive as a credit against the Purchase Price an amount equal to $1,114, in respect of vacation pay for employees of the resort business operated on the Property. As of the Closing Date, (a) to the extent permitted by applicable law, the REIT (as defined in the Merger Agreement) shall assume all worker’s compensation liabilities relating to the Property arising on or prior to the Cut-Off Date (“Pending WC Claims”) and (b) Parent (as defined in the Merger Agreement) shall use its best efforts to cause the release of Boykin Management Company Limited Liability Company from all such Pending WC Claims, it being understood and agreed that “best efforts” shall not include payment of liquidated damages to Liberty Mutual unless the failure to pay such amounts would not be commercially reasonable.

ARTICLE 8
Purchase Price Adjustments

          Section 8.01 Interim Adjustment Amount. Buyer and Seller acknowledge and agree that the Interim Adjustment Amount was calculated as of March 31, 2006 and as set forth on Exhibit B of this Agreement.

          Section 8.02 Adjustment Amount.

          (a) Seller and Buyer acknowledge and agree that the Adjustment Amount shall be determined in accordance with this Section 8.02 and Exhibit A of this Agreement. If the Adjustment Amount results in a net credit in favor of Seller, the Purchase Price shall be increased by the amount of the Adjustment Amount. If the Adjustment Amount results in a net credit in favor of Buyer, the Purchase Price shall be reduced by the amount of the Adjustment Amount.

          (b) Prior to Closing, Seller shall deliver to Buyer monthly financial reports in respect of the Project. Seller shall use good faith efforts to include in such financial reports all material information in Seller’s possession to be included in the calculation of the Adjustment Amount, provided that Seller and Buyer acknowledge and agree that Seller’s failure to include any amounts in any monthly report shall not prevent the inclusion of such amounts in the calculation of the Adjustment Amount at Closing. Absent manifest error, the books, records and calculations of Seller relating to the Adjustment Amount, which shall be kept and made by Seller in good faith, shall be binding on all parties to this Agreement.

ARTICLE 9
Termination

          Section 9.01 Termination of Agreement. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time as provided below:

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          (a) By mutual written agreement of Buyer and Seller;

          (b) By Buyer or Seller if a court of competent jurisdiction or other governmental entity shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby;

          (c) By Buyer or Seller, upon termination of the Merger Agreement; and

          (d) By Seller, if Seller or any of their respective Affiliates shall have received a Superior Proposal.

          Section 9.02 Termination Fee. In the event of termination of this Agreement by Seller as provided in Section 9.01(d), Seller shall pay Buyer an amount equal to the amount of Buyer’s reasonable out-of-pocket expenses for which Buyer has not theretofore been reimbursed by Seller, provided that the aggregate amount of expenses reimbursed pursuant to this Section 9.02 and Section 9.02 of the Pink Shell Agreement shall not exceed $350,000.

          Section 9.03 Effect of Termination. In the event of termination of this Agreement by Buyer or Seller as provided in this Article 9, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Buyer or Seller, other than the confidentiality provisions of Section 7.03, Section 9.02, this Section 9.03 and Article 11, which provisions shall survive such termination. Notwithstanding the foregoing, to the extent that such termination results from a Party’s intentional misconduct or the willful breach by a Party of any representation, warranty or covenant set forth in this Agreement, then such Party shall be liable for any damages incurred or suffered by the other Parties as a result of such breach.

ARTICLE 10
Remedies; Power of Attorney

          Section 10.01 Seller’s Specific Performance. Subject to the last sentence of Section 9.03, in the event the Closing fails to occur because of Seller’s failure to perform its obligations under this Agreement, Buyer shall have the right as its sole and exclusive remedy to specific performance by Seller of its obligations under this Agreement.

          Section 10.02 Indemnification. From and after the Closing, Buyer hereby agrees to indemnify, hold harmless and defend Seller and its parent companies, directors, officers, employees, agents and representatives from and against any and all Liabilities incurred by any of the foregoing resulting from, arising out of or caused by any liability of Marathon Manager or the LLC. From and after the Closing, Unitholder hereby agrees to indemnify, hold harmless and defend Seller and its parent companies, directors, officers, employees, agents and representatives from and against any and all Liabilities incurred by any of the foregoing resulting from, arising out of or caused by a breach of Unitholder’s representations and warranties set forth in Section 5.01(e). This Section 10.02 shall survive the Closing.

          Section 10.03 Buyer’s Specific Performance; Limited Power of Attorney.

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          (a) Notwithstanding anything to the contrary set forth in this Agreement, if the transactions contemplated hereby are not consummated by reason of Buyer’s default of its obligation to purchase the LLC Interests pursuant to the terms of this Agreement (a “Purchase Default”), Seller or its parent company shall be entitled, as its sole and exclusive remedy, to (i) cause the transfer and assignment to, and redemption by, BHP of BHP Units owned by Unitholder with a value (determined in accordance with Section 2.03(c)) equal to the unpaid portion of the Purchase Price, in satisfaction of Buyer’s payment obligations set forth in Section 2.03 and (ii) retain or direct payment of cash proceeds of the Merger (as defined in the Merger Agreement) otherwise payable to Unitholder (“Unitholder’s Proceeds”) in satisfaction of Buyer’s obligation to pay the Purchase Price or any portion thereof.

          (b) In furtherance of Section 10.03(a)(i), effective upon the occurrence of a Purchase Default, Unitholder hereby constitutes and irrevocably appoints Seller, by and through any of Seller’s officers, employees, attorneys, representatives or agents, its true and lawful Attorney-In-Fact, in its name and place and stead and for its benefit, said appointment being coupled with an interest, for the limited purpose of causing the assignment and transfer of BHP Units to Seller in accordance with the terms of this Agreement, including the execution of such assignments and other transfer instruments as Seller may reasonably deem necessary.

          (c) In furtherance of Section 10.03(a)(ii), upon execution of this Agreement, Unitholder shall execute and deliver to Seller a letter in the form attached hereto as Exhibit C (“Payment Agent Letter”). Following a Purchase Default, Seller shall be entitled to deliver the Payment Agent Letter to the Payment Agent named therein and take any and all other actions necessary to cause the Payment Agent to deliver the Unitholder’s Proceeds as directed in the Payment Agent Letter. Upon payment of the Purchase Price by Buyer or termination of this Agreement in accordance with Article 9 hereof, whichever occurs first, Seller shall promptly return the original execution copy of the Payment Agent Letter to Unitholder.

ARTICLE 11
Miscellaneous

          Section 11.01 Survival. None of the representations and warranties of the Parties will survive the Closing.

          Section 11.02 Press Releases and Announcements. No Party shall issue any press release or announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that Seller and its Affiliates may make any public disclosure Seller or its Affiliates believes in good faith, based upon the advice of its counsel, is required by law or regulation or the listing standards of the New York Stock Exchange (in which case Seller will advise Buyer to the extent practicable prior to making the disclosure). Any press releases made with the prior knowledge of Robert Boykin shall be deemed to have been made with the prior written approval of Buyer and Unitholder.

          Section 11.03 Entire Agreement. This Agreement (including the documents referred to herein) and the Exhibits hereto constitute the entire agreement among the Parties and

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supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof.

          Section 11.04 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and its successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties, except that Buyer shall be permitted to assign this Agreement to an entity owned and controlled by Robert Boykin and Jack Boykin.

          Section 11.05 Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to create any third-party beneficiaries.

          Section 11.06 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

          Section 11.07 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

          Section 11.08 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to Seller:	Copy to:
c/o Boykin Lodging Company	Baker & Hostetler LLP
Guildhall Building	3200 National City Center
45 W. Prospect Avenue, Suite 1500	Cleveland, Ohio 44114
Cleveland, Ohio 44115	Attn: John M. Gherlein
Attn: Richard Conti
If to Buyer or Unitholder:	Copy to:
c/o Robert Boykin	Timothy Q. Hudak
Guildhall Building	Eckert, Seamans, Cherin & Mellott, LLC
45 W. Prospect Avenue, Suite 1550	U.S. Steel Tower
Cleveland, Ohio 44115	600 Grant Street, 44th Floor
	Pittsburgh, Pennsylvania 15219

Any Party may give any notice, request, demand, claim, or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, facsimile, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other

Page 14

communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

          Section 11.09 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Ohio.

          Section 11.10 Consent to Jurisdiction; Venue. Each of the Parties irrevocably submits to the exclusive jurisdiction of the state courts of Ohio and to the jurisdiction of the United States District Court for the Northern District of Ohio, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the Parties irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Ohio state or federal court sitting in the City of Cleveland. Each of the Parties agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          Each of the Parties irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to this Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such Party. Nothing in this Section 11.10 shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.

          Section 11.11 Amendments and Waivers. The Parties may mutually amend any provision of this Agreement at any time prior to the Closing with the prior authorization of its boards of directors or other governing bodies. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

          Section 11.12 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

          Section 11.13 Expenses. Each of the Parties shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the

Page 15

transactions contemplated hereby. Buyer shall pay for any transfer, mortgage, documentary stamp and sales taxes and fees (including State and County mortgage and deed taxes) incurred in connection with the consummation of the transactions contemplated hereby.

          Section 11.14 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Whenever the context requires, words used in the singular shall be construed to mean or include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender. The terms “hereof,” “herein,” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (including all of the Exhibits hereto), and Article, Section and Exhibit references are to the Articles, Sections and Exhibits to this Agreement unless otherwise specified.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Page 16

     In Witness Whereof, each of the parties hereto has caused this Agreement to be duly executed by its respective authorized representative as of the date first above written.

SELLER:	BELLBOY, INC.
	By:	/s/ Richard C. Conti
	Its:	Vice President
BUYER:	NEW BANANA BAY, LLC
	By:	/s/ Robert W. Boykin
	Its:	Managing Member
UNITHOLDER:	JABO LLC, a Delaware limited liability company
	By: Boykin Management Company Limited Liability Company, its Managing Member
	By:	The Boykin Group, Inc., its Member
	By:	/s/ Robert W. Boykin
		Robert W. Boykin President

     The undersigned hereby executes this Agreement for the sole purpose of acknowledging and agreeing to Sections 2.03 and 10.03 hereof.

BHP:	BOYKIN HOTEL PROPERTIES, L.P.
	By: Boykin Lodging Company, its general partner
	By:	/s/ Richard C. Conti
	Its:	President

Page 17

Exhibit A

Adjustment Amount Methodology

The Purchase Price shall be adjusted by 50% (to reflect Marathon Manager’s 50% ownership interest in the LLC) of each of the following:

(1)	Increased by all capitalized costs and expenditures incurred from April 1, 2006 through Closing.
(2)	Increased by the value recorded on the balance sheet for the LLC for each of the following on the Closing Date:

Cash — Operating Account	A/R — Intercompany
Cash — Operating	A/R Trade
Cash — Payroll	A/R Other
Cash — Merchant	A/R Guest Ledger
Cash — Depositary	A/R Miscellaneous
Cash — House Bank	A/R Owner
Cash Imprest Account	Prepaid Maintenance Contracts
Cash Concentration	Prepaid Other
Cash Mastercard Visa	Prepaid Health Insurance
Cash Discover	Prepaid Development
Cash American Express	Prepaid — Other Costs
A/R — Trade	Deposits Security

, together with such other categories of assets as may arise in the ordinary course of business prior to Closing.

(3) Decreased by the value recorded on the balance sheet for the LLC for each of the following on the Closing Date:

A/P — Trade	Accrued — Real Estate Tax
A/P — Capital Expenditures	Accrued — Personal Property Tax
A/P Trade	Accrued Payroll
A/P Other	Accrued Bonus Expense
A/P Clearing	Accrued Insurance
A/P Intercompany	Accrued Workers Compensation-Premiums
A/P BMC	Accrued Vacation
A/P Advance Deposits	Accrued Utilities
A/P Gift Certificates	Accrued Other
A/P All Other	Accrued Pension 401(k)
Accrued — Audit/Tax Fees	Occupancy Tax Payable
Accrued — Legal Fees	Sales Tax Payable
Accrued — Interest – Debt	Use Tax Payable
Accrued — Other

, together with such other categories of liabilities as may arise in the ordinary course of business prior to Closing.

(4)	Decreased by the net income (or increased by the net loss) (calculated in accordance with GAAP) of the LLC from 12:01 a.m. on April 1, 2006 through Closing, without deduction for depreciation and amortization and prior to any income and expenses relating to any incidents giving rise to workers compensation claims occurring prior to the Cut-Off Date.
(5)	Increased by a prorata portion (based upon # days elapsed/365) of any prepaid property, casualty, worker’s compensation or other insurance.
(6)	Increased by net additions (or decreased by net reductions) in inventory levels (including, but not limited to Beverage, Gift Shop, Fuel/Oil, Spa Merchandise and Other) as reflected on the balance sheet at the Property at Closing, as compared to the inventory at March 31, 2006, which totaled $0.
(7)	Increased by imputed interest for the period from April 1, 2006 through Closing based upon the total of (a) $65,929 plus (b) the project costs of the Marathon development (calculated at a monthly interest rate equal to Seller’s monthly interest rate under that certain Senior Secured Line of Credit by and among Seller certain of its affiliates and Lehman Brothers Bank, FSB and Lehman Commercial Paper, Inc., excluding any amounts payable in respect of the non-use fee payable thereunder).

In addition, the Purchase Price shall be decreased by $1,114, representing the credit to Buyer contemplated by Section 7.08 of this Agreement.

Page 2

Exhibit B

Interim Adjustment Amount Calculation

See attached.

Page 3

Marathon Partners—100%

Accounting						Pro-rated		Development
Date		Payee	Description	Total Amount		Amount		Costs		Acquisition Costs		Loan Costs		Postage		Travel
	12/14/2005	Orion Bank	Appraisal Costs		5,500.00		5,500.00						5,500.00
	1/12/2006	Purchase of the Property	net of Mortgage		2,912,201.06		2,912,201.06				2,912,201.06
	1/13/2006	DHL			37.52		37.52								37.52
	1/20/2006	Robert Boykin	1/9 Marathon City Planning Meeting		407.89		407.89										407.89
	1/20/2006	Turrell & Assoc	Dec Fees		707.50		159.76		159.76
	1/24/2006	DHL	Loan package		13.19		13.19								13.19
	1/27/2006	Julie L. Richter	Acquisition Travel		1,245.87		1,245.87										1,245.87
	1/31/2006	The Craig Company	December Dev Fees		1,718.37		388.02		388.02
	1/31/2006	Gunster, Yoakley	VS BB Marathon Inc & Manson		9,573.72		9,573.72				9,573.72
	1/31/2006	Gunster, Yoakley	Close on Purchase		1,113.00		1,113.00				1,113.00
	2/1/2006	Orion Bank	Loan closing costs		134,633.00		134,633.00						134,633.00
	2/6/2006	John J. Wolfe PA	Prof Fees — Dev Agreement		2,716.00		2,716.00		2,716.00
	2/14/2006	MBI/K2M Architecture	Add'l Survey/Ins Review		5,125.00		5,125.00		5,125.00
	2/14/2006	MBI/K2M Architecture	Jan Development Fees		52,651.04		52,651.04		52,651.04
	2/14/2006	MBI/K2M Architecture	December Dev Fees		43,581.75		9,841.04		9,841.04
Total					3,171,224.91		3,135,606.11		70,880.86		2,922,887.78		140,133.00		50.71		1,653.76

This schedule represents 100% of the activity of the Partnership. Boykin’s share is 50%.

Marathon Partners—100%

Accounting Date		Payee	Description	Amount		Development Costs		Loan Costs		Acquisition Costs		Postage		Capital		Conf. Calls
	2/21/2006	Turrell & Assoc	Jan Fees — Dock Reno		882.50		882.50
	2/21/2006		Carpet for Bungalow		1,315.08										1,315.08
	2/21/2006	Mark Thompson	Legal Fees****		4,500.00						4,500.00
	2/22/2006	Gary Zdolshek	Reimbursement for expenses****		1,329.14						1,329.14
	2/27/2006	Fred’s Beds	Bungalow Furniture		4,570.91										4,570.91
	2/28/2006	Boykin Management	Conf Call — BBR Parking		43.84												43.84
	2/28/2006	The Craig Company	January Development Fees		6,071.59		6,071.59
	3/6/2006	Banana Bay Resort	Plumbing items for Bungalows		1,725.24										1,725.24
	3/10/2006	Fred’s Beds	Swivel Rocker		321.43										321.43
	3/14/2006	DHL			7.33								7.33
	3/14/2006	Turrell & Assoc	Fees/EFO Permit		752.50		752.50
	3/17/2006	DHL			12.24								12.24
	3/21/2006	John J. Wolfe PA	Feb Services — Development		3,948.00		3,948.00
	3/21/2006	eBluepring Lakeside	blueprints		214.57		214.57
	3/27/2006	MBI/K2M Architecture	Progress billing		49,108.95		49,108.95
	3/29/2006	Beacon Construction	Trailer Reconstruction Costs		10,258.50										10,258.50
	3/31/2006	Baker & Hostetler	accrue 1st qtr fees		19,758.94		3,434.28				16,324.66
	3/31/2006	MBI/K2M Architecture	accrue 1st qtr fees		45,618.52		45,618.52
	3/31/2006	PMC	accrue 1st qtr fees		6,000.00		6,000.00
	3/31/2006	DHL			73.75								73.75
	3/31/2006	The Craig Company	Feb Fees		2,461.00		2,461.00
	3/31/2006	BMC	conference calls		8.74												8.74
	3/31/2006	Baker & Hostetler	accrue 1st qtr fees		21,926.83				21,926.83
Total					180,909.60		118,491.91		21,926.83		22,153.80		93.32		18,191.16		52.58

This schedule represents 100% of the activity of the Partnership. Boykin’s share is 50%.

****allocated

Boykin Hotel Properties
Interest on Marathon Development
2006

																INTEREST				NON-USE FEES
																				0.375%
	Principal		Period Outstanding		Number		Base Rate/											Total		Increases		Total		Net		Cumulative
Spend	Amount		From	To	of Days		LIBOR			Spread			Rate			Interest		by Month		in non-use fees		by Month		interest cost		Costs
35,440.43		35,440.43	2/15/2006	2/20/2006		6		4.6250	%		3.750	%		8.3750	%		49.47				2.22
441.25		35,881.68	2/21/2006	2/27/2006		7		4.6250	%		3.750	%		8.3750	%		58.43				2.62
3,035.80		38,917.48	2/28/2006	2/28/2006		1		4.6250	%		3.750	%		8.3750	%		9.05		116.95		0.41		5.24		111.71		111.71
		38,917.48	3/1/2006	3/13/2006		13		4.6250	%		3.750	%		8.3750	%		117.71				5.27
376.25		39,293.73	3/14/2006	3/20/2006		7		4.6250	%		3.750	%		8.3750	%		63.98				2.87
2,081.29		41,375.01	3/21/2006	3/26/2006		6		4.6250	%		3.750	%		8.3750	%		57.74				2.59
24,554.48		65,929.49	3/27/2006	3/31/2006		5		4.6250	%		3.750	%		8.3750	%		76.68		316.11		3.43		14.16		301.95		413.67

Banana Bay — Marathon
Profit & Loss
Year to Date

	2/15/2006								3/31/2006							Purchase price adjustment
	Corporate YTD			Hotel YTD		Total			Corporate YTD			Hotel YTD		Total		Corporate YTD			Hotel YTD			Total
Rooms Revenue	$	—		$	178,717	$	178,717		$	—		$	547,994	$	547,994	$	—		$	369,277		$	369,277
F&B Revenue		—			—		—			—			—		—		—			—			—
Other Revenue		—			6,814		6,814			—			13,970		13,970		—			7,156			7,156
TOTAL REVENUE		—			185,531		185,531			—			561,964		561,964		—			376,433			376,433
Room Expense		—			35,184		35,184			—			92,062		92,062		—			56,878			56,878
F&B Expense		—			—		—			—			—		—		—			—			—
All Other Expenses		—			2,003		2,003			—			6,474		6,474		—			4,471			4,471
TOTAL DEPT EXPENSE		—			37,187		37,187			—			98,536		98,536		—			61,349			61,349
Rooms Profit					143,533		143,533						455,932		455,932		—			312,399			312,399
F&B Profit					—		—						—		—		—			—			—
All Other Profit					4,811		4,811						7,496		7,496		—			2,685			2,685
TOTAL DEPT PROFIT		—			148,344		148,344			—			463,428		463,428		—			315,084			315,084
Administrative and general		—			25,306		25,306			—			72,739		72,739		—			47,433			47,433
Marketing		—			1,010		1,010			—			2,784		2,784		—			1,774			1,774
Utilities		—			20,020		20,020			—			39,801		39,801		—			19,781			19,781
Repairs & Maintenance		—			18,907		18,907			6,600			36,630		43,230		6,600			17,723			24,323
Franchise Fees		—			—		—			—			—		—		—			—			—
Management Fees		—			9,276		9,276			—			28,095		28,095		—			18,819			18,819
TOTAL UNDISTRIBUTED		—			74,519		74,519			6,600			180,049		186,649		6,600			105,530			112,130
HOUSE PROFIT		—			73,825		73,825			(6,600	)		283,379		276,779		(6,600	)		209,554			202,954
Property Insurance		8,384			2,425		10,809			33,537			4,738		38,275		25,153			2,313			27,466
Property Taxes		5,822			—		5,822			13,721			—		13,721		7,899			—			7,899
Rent		—			—		—			—			—		—		—			—			—
Other Fixed Expenses		43,313			9,735		53,048			49,773			—		49,773		6,460			(9,735	)		(3,275	)
OPERATING INCOME (LOSS)		(57,519	)		61,665		4,146			(103,631	)		278,641		175,010		(46,112	)		216,976			170,864
Mortgage Interest		25,025			—		25,025			105,679			—		105,679		80,654			—			80,654
Amortization of deferred financing costs		3,343			—		3,343			15,200			—		15,200		11,857			—			11,857
Depreciation expense		2,255			—		2,255			24,597			—		24,597		22,342			—			22,342
NET INCOME (LOSS)		(88,142	)		61,665		(26,477	)		(249,107	)		278,641		29,534		(160,965	)		216,976			56,011
Adjustments to Net Income (Loss)
Depreciation expense		2,255			—		2,255			24,597			—		24,597		22,342			—			22,342
Amortization of deferred financing costs		3,343			—		3,343			15,200			—		15,200		11,857			—			11,857
Other adjustments		41,496			—		41,496			41,496			—		41,496		—			—			—
ADJUSTED INCOME		(41,048	)		61,665		20,617			(167,814	)		278,641		110,827		(126,766	)		216,976			90,210

Purchase Price	Marathon
Marathon profit adjustment		(45,105.14	)
Pre-Feb 15 th capital — Marathon		1,567,803.05
Post Feb 15 th capital — Marathon		90,454.80
Interest through 3/31/2006 — Marathon		413.67
Marathon inventory adjustment		—
Total Purchase Price Adj.	$	1,613,566.39

Exhibit C

Payment Agent Letter

[Payment Agent Name]
[Payment Agent Address]

May ___, 2006

     Re:     Payment of Merger Consideration

Ladies and Gentlemen:

     Reference is made to that certain Agreement and Plan of Merger, dated May ___, 2006, among [Parent], [REIT Merger Sub], [OP Merger Sub], [Company] and [Operating Partnership] (the “Merger Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

     Pursuant to the Merger Agreement, the undersigned, JABO LLC, a Delaware limited liability company (“Unitholder”) is entitled to receive certain Common Share Merger Consideration of no less than $                                         1 (the “Merger Consideration”). [Unitholder] hereby authorizes and directs [ Payment Agent] to pay the Merger Consideration, or such portion thereof as is set forth on Schedule 1 attached hereto, to Boykin Lodging Company, an Ohio corporation (the “Company”), or the Company’s designee identified on Schedule 1, pursuant to the wire transfer instructions set forth on Schedule 1.

Sincerely,


[Unitholder]
 

¹ The Company shall be entitled to insert the appropriate amount of Merger Consideration and complete Schedule 1 prior to delivery to the Payment Agent.

Page 2 

Schedule 1

Wire Transfer Instructions

Payee:                                                                 
Payee EIN:                                                         
Payment Amount:$                                            

Wire Transfer Instructions:

Page 2

EX-10.5 8 l20354aexv10w5.htm EX-10.5 AGRMT AND GUARANTEE BY WESTBRIDGE HOSPITALITY

Exhibit 10.5
EXECUTION COPY

AGREEMENT AND GUARANTY

     This AGREEMENT AND GUARANTY (this “Agreement”) dated as of May 19, 2006 is made by WESTBRIDGE HOSPITALITY MANAGEMENT LIMITED, a Bermuda exempted company, for and on behalf and in its capacity as general partner of Westbridge Hospitality Fund, L.P. (the “Fund”), an exempted limited partnership formed under the laws of Bermuda, in favor of Boykin Lodging Company (the “Company”), an Ohio corporation.

RECITALS

     WHEREAS, Cadfund L.P., a Bermuda exempted limited partnership (“CDP”), as limited partner, Westbridge Hospitality Investors Limited, a Bermuda exempted company (“Westmont”), as limited partner, Westbridge Hospitality Management Limited, a Bermuda exempted company (the “General Partner”), as general partner, and the other parties thereto, entered into that certain Amended and Restated Agreement of Exempted Limited Partnership (the “Partnership Agreement”) of the Fund, dated as of February 2, 2006;

     WHEREAS, pursuant to Section 5.4 of the Partnership Agreement, the General Partner is specifically authorized to make or hold some or all of the Fund’s investments in whole or in part through special purpose entities (including partnerships, corporations, real estate investment trusts, or other types of entities) and in accordance therewith has established the Investment Vehicle (as defined below) to effect the consummation of the transactions contemplated by the Merger Agreement (as defined below);

     WHEREAS, Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, being certain affiliates of the Fund (collectively, the “Investment Vehicle”), have entered into that certain Agreement and Plan of Merger, dated May 19, 2006, with the Company and certain affiliates of the Company (the “Merger Agreement”), pursuant to which Braveheart II Realty (Ohio) Corp. will merge with and into the Company and Braveheart II Properties Company LLC will merge with and into Boykin Hotel Properties L.P. (collectively, the “Transaction”);

     WHEREAS, the Fund has agreed to provide in favor of the Company the guaranty contemplated by this Agreement and to call and reserve capital in an amount sufficient to enable the Fund to satisfy its obligations under this Agreement.

     NOW, THEREFORE, in consideration of the premises, the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

     1. Subject to Section 10 hereto, the Fund hereby unconditionally (except as expressly set forth herein), absolutely and irrevocably guaranties to the Company, as primary obligor and not as a surety, the prompt payment in full when due of any and all monetary obligations owed to the Company by the Investment Vehicle arising out of the Merger Agreement (the “Subject Obligation”); provided, that in no event shall the Subject Obligation or the maximum amount owing or payable by the Fund under this Agreement exceed $135,000,000 in the aggregate. The

- 1 -

EXECUTION COPY

Fund agrees that if the Investment Vehicle shall fail to pay in full when due any Subject Obligation, the Fund will promptly pay the same in cash, without any demand or notice whatsoever.

     2. The Company may, in its sole and absolute discretion, without notice or further assent of the Fund and without in any way releasing, altering, impairing, discharging or invalidating the obligations and liabilities of the Fund hereunder:

(a)	waive compliance with, performance or payment of, or default under the Merger Agreement or any Subject Obligation deriving therefrom, or take or fail to take any action of any kind whether pursuant to the Merger Agreement, at law or otherwise, or exercise or refrain from exercising any right or take or refrain from taking any action, against the Investment Vehicle or others;
(b)	modify or supplement any provision of the Merger Agreement or any Subject Obligation deriving therefrom, including any modification or supplement that has the effect of changing, renewing, extending, continuing, accelerating, surrendering, compromising, waiving or releasing, in whole or in part, any Subject Obligation or any provision of, or right under, the Merger Agreement, but in all cases subject to the terms thereof applicable to such amendments;
(c)	effect any release, compromise, subordination or settlement of any Subject Obligation;
(d)	accept, release or discharge the Investment Vehicle, a permitted successor or assign of the Investment Vehicle or any other person or entity; and
(e)	from time to time, apply any sums at any time received from the Investment Vehicle or any other person or entity in such manner, in such amounts and in satisfaction of such part of the Subject Obligation as it considers best.

     3. The guaranty obligations of the Fund set forth in Section 1 hereto (a) shall constitute a guaranty of payment and not just collection, (b) shall be absolute, continuing, irrevocable and unconditional; provided that the obligation of the Fund to make payment hereunder shall be conditioned on and subject to the default of the Investment Vehicle with respect to the Subject Obligation, (c) shall not be conditioned upon the pursuit by the Company of all available rights or remedy which it may have against the Investment Vehicle, any other person or any collateral or other guaranties or indemnities held by the Company, or the joining of any party in any proceeding to enforce the Merger Agreement or any Subject Obligation, and (d) shall not be diminished or relieved in any way because of any insolvency, bankruptcy, receivership, assignment for the benefit of creditors, or similar proceeding by or against the Investment Vehicle, or any reorganization, restructuring, dissolution, sale of all or substantially all assets, or similar event with respect to the Investment Vehicle.

     4. The Fund expressly waives (a) diligence, notice, demand for payment, presentment and protest with respect to any Subject Obligation, (b) notice that any Subject Obligation is due or notice of default, dishonor or non-payment with respect to any Subject Obligation (unless prior thereto, the Fund has notified the Company in writing that the Fund requires copies of

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notices of non-payment), (c) any right to a jury trial in any action brought at any time or from time to time with respect to this Agreement, (d) any renewal or extension of time for performance of the Merger Agreement or Subject Obligation, any discharge of the Investment Vehicle, any change in the terms of, or any other change in, the Merger Agreement or Subject Obligation, (e) any defense or equitable discharge based upon any act or omission of the Company (except those in bad faith) that materially increases the scope of the Fund’s risk and (f) any defense based on the suretyship defenses of extension of time and modification of the underlying obligation (but no other defenses).

     5. The Fund warrants that it has adequate means of obtaining information with respect to, and assumes all responsibility for being and keeping itself informed of, the Investment Vehicle’s financial condition and assets, the Investment Vehicle’s performance of the Merger Agreement and the Subject Obligation, all other circumstances bearing upon the risk of non-payment or non-performance of the Merger Agreement and Subject Obligation, and the nature, scope and extent of the risks hereby assumed. The Fund further agrees that the Company shall not have any obligation to advise the Fund of information known to the Company regarding any such circumstances or risks.

     6. The Fund hereby agrees that until the indefeasible payment and satisfaction in full in cash of all of the Subject Obligation, it shall waive any claim and shall not exercise any right or remedies, direct or indirect, arising by reason of any performance by it of its guarantee in paragraph 1, whether by subrogation or otherwise, against the Investment Vehicle of any of the Subject Obligation. Any indebtedness of the Investment Vehicle to the Fund shall be subordinated to the Investment Vehicle’s obligation to pay pursuant to the Merger Agreement.

     7. The Fund hereby represents and warrants to the Company that, as of the date hereof:

(a)	the Fund is duly organized and validly existing under the laws of Bermuda, and has all requisite corporate power and authority to enter into this Agreement;
(b)	the execution, delivery and performance of this Agreement has been duly authorized by all necessary limited partnership action on the part of the Fund and this Agreement constitutes a legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms;
(c)	the execution and delivery of this Agreement and performance by the Fund of its obligations hereunder do not contravene any provisions of the Fund’s certificate of formation or any law, regulation, rule, decree, order, judgment or contractual restriction binding on or affecting it or its undertakings, property and assets;
(d)	no consent, approval, order or authorization or the giving of notice to or the registration with, or the taking of any other action in respect of any governmental authority or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement;
(e)	pursuant to the Partnership Agreement, the limited partners of the Fund have agreed to make capital commitments (“Capital Commitments”) in the aggregate amount of $350,000,000, of which amount $172,056,044 has been received by the

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Fund in connection with capital calls made prior to the date hereof and an additional amount of approximately $18,184,726 of which has been budgeted to be called by the general partner of the Fund in connection with other transactions (the “Proposed Draw”). The capital contributions made to date were used to acquire interests in entities owning various European-based hotel assets (the “Closed Investment”) at a total cost (including transaction fees) of approximately €367,415,000, which interests constitute substantially all of the assets of the Fund. The Fund indirectly owns such entities through an intermediate holding company (the “Holding Company”) formed in connection with such acquisition. The Fund’s direct interest in the Holding Company has not been pledged to any person or entity, although interests in entities owned directly and indirectly by the Holding Company and such real estate assets have been pledged in connection with the acquisition financing relating to such transaction. As of the date hereof, the aggregate amount of the funded indebtedness of the Holding Company and its subsidiaries does not exceed €235,000,000. The Fund has Capital Commitments that remain undrawn and not budgeted in connection with the Proposed Draw in the aggregate amount of approximately $156,759,230 and has budgeted up to approximately $135,000,000 of the aggregate Capital Commitments for the Transaction;

(f)	under the Partnership Agreement, the general partner of the Fund is authorized to make, and the limited partners are obligated to fund, a capital call to the limited partners in accordance with their relative Capital Commitments in order to satisfy the Fund’s obligations under this Agreement;
(g)	upon a duly made capital call, each limited partner of the Fund shall be irrevocably and unconditionally obligated to the Fund to contribute capital to the Fund in the amount of such call up to its stated capital commitment without any setoff against, defense to or reduction of such obligation based on any claim that such limited partner has against any person or entity;
(h)	the Fund has not made any distributions to its partners; and
(i)	no material adverse change has occurred with respect to the financial condition of the assets acquired in connection with the formation of the Holding Company and the related transactions since the date of acquisition thereof and no new additional debt has been incurred in connection with such assets since the date of acquisition thereof.

     8. The Fund hereby covenants with the Company that (i) in connection with the financial obligations of the Investment Vehicle under the Merger Agreement, including the obligation to pay the merger consideration payable thereunder, and its obligations under this Agreement, including its obligations after an event of default under the Merger Agreement or this Agreement, the General Partner shall timely make a capital call to the limited partners of the Fund, in accordance with the Partnership Agreement, for equity funding sufficient to satisfy such obligations in an amount not to exceed $135,000,000, which the General Partner shall request

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that the limited partners satisfy by making their investments through the Investment Vehicle, and (ii) so long as the Merger Agreement is in full force and effect and has not been terminated or the Transaction consummated, the General Partner agrees not to commit the Fund to make any investment or undertake any other activity (including creating or suffering to exist any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever, right of first refusal or offer and option on the Closed Investment or its right to make a call with respect to the Capital Commitments or on the proceeds to be derived from a call) to the extent the making of such investment or the undertaking of such activity would cause (x) the Fund to be unable to perform its obligations arising under this Agreement or (y) result in the net worth of the Fund (based on the book value of all assets of the Fund, less the Fund’s liabilities) at any time being less than $75,000,000 (the “Net Worth Test”).

     9. The Fund hereby covenants with the Company that the general partner will not make any distributions to the partners of the Fund prior to termination of the Merger Agreement or consummation of the Transaction to the extent the making of such distributions would (i) cause the Fund to be unable to perform its obligations arising under this Agreement or (ii) result in the Net Worth Test not being satisfied.

     10. Notwithstanding anything to the contrary contained herein, at any time Braveheart II Realty (Ohio) Corp. or Braveheart Investors LP (“Braveheart”) holds, for its benefit, an irrevocable unconditional standby letter of credit (an “LC”) in an amount available for drawing of not less than $50,000,000 (less any drawings deposited into Escrow (as defined below) or paid in connection with the satisfaction of any Subject Obligation) issued by (A) a financial institution whose senior long-term unsecured obligations are rated at least A and A2 by S&P and Moody’s, respectively, (B) by Citibank, N.A., or (C) by RBC Financial Group (or one of its affiliates with the same or greater credit rating) then neither of (x) the Net Worth Test set forth in Sections 8(ii)(y) or 9(ii) above, nor (y) the guaranty obligations of the Fund set forth in Section 1 hereto shall be applicable to the Fund or of any force or effect for so long as such LC shall be Maintained. For the purposes of this Section 10, the term “Maintained” shall mean that (i) such LC is issued in favor of Braveheart, as beneficiary; (ii) the LC is drawable (A) at any time by Braveheart into Escrow in an amount not less than $50,000,000 (less any drawings deposited into Escrow (as defined below) or paid in connection with the satisfaction of any Subject Obligation), (B) by the Company into Escrow, in favor of Braveheart, at any time after a judgment has been rendered by a court of competent jurisdiction against Braveheart in favor of the Company in respect of a default by Braveheart under the Merger Agreement or by the Fund under this Agreement, or (C) by the Company into Escrow at any time during which the LC shall have fewer than thirty (30) days remaining until its stated date of expiration or at any time the Company shall have provided written notice to Braveheart not consenting to the revocation, withdrawal or termination of the LC within the ten (10) day time period specified in the last proviso of this Section 10; (iii) the LC meets all of the requirements set forth above; (iv) such LC is not subject to any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever, right of first refusal or offer or option in favor of any other party (other than the Company or its affiliates); (v) Braveheart is not then subject to any bankruptcy, insolvency, dissolution, liquidation, reorganization, receivership or other debtor relief proceeding; and (vi) if the LC has been drawn, the proceeds therefrom have been paid to either (or a combination of) the Company or the Escrow; provided however, that each of the foregoing clauses (i) through (vi) shall be deemed to be satisfied if the failure of any such clause to be satisfied results from an act

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of the Company or any of its affiliates. For the avoidance of doubt, the LC shall provide that the presentment of the ‘draw certificate’ to the LC issuer may be made by either of the parties hereto on the terms provided herein; provided that the ‘sight draft’ shall indicate that any drawing shall be made solely to the Escrow Agent (as defined below). In addition, Braveheart agrees that it (nor its affiliates) shall not cause the LC to be revoked, withdrawn or terminated, until ten (10) days after providing written notice to the Company requesting the Company’s consent; provided that the Company shall provide written notice not to consent to any revocation, withdrawal or termination of the LC requested by the Fund or Braveheart within ten (10) days of receipt of evidence (which is reasonably satisfactory) to the Company that the Fund is then in compliance with the Net Worth Test.

     11. Any LC obtained pursuant to this Agreement shall be issued in favor of Braveheart but shall be drawable only as set forth in Sections 10(ii)(A)-(C). For the purposes of this Agreement, the term “Escrow” shall mean an escrow account to be established with an escrow agent (“Escrow Agent”) reasonably satisfactory to the parties hereto which shall be established contemporaneously with the issuance of any LC (it being agreed that Citibank, Wells Fargo or any title company shall be acceptable). The agreement governing the Escrow shall contain such other terms as shall be reasonably acceptable to the parties hereto and shall provide that that funds held therein shall only be released (i) to Braveheart upon the termination of this Agreement in accordance with its terms; (ii) pursuant to a judicial order directing payment to such party as shall be provided therein; (iii) by mutual agreement of the parties hereto; or (iv) to the Company, at the request of Braveheart, to satisfy any Subject Obligation.

     12. If any claim is ever made upon the Company for repayment or recovery of any amount received by it in payment or on account of any Subject Obligation and the Company repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over the Company or any of their property, or (b) any settlement or compromise of any such claim effected by the Company with any such claimant (including any other guarantor), then in such event the Fund agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Fund and the Fund shall be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Company, notwithstanding any termination of this Agreement, the Merger Agreement or any Subject Obligation.

     13. In the event that pursuant to: (i) any bankruptcy, insolvency, dissolution, liquidation, reorganization, receivership or other debtor relief law, any judgment, order or decision thereunder; or (ii) any other judgment, order, decision, settlement or compromise, the Company must rescind or restore any payment, or any part thereof, received in satisfaction of any Subject Obligation, any prior release or discharge from the terms of this Agreement in respect thereof relating to such payment shall be without effect to the same extent as if such amount had never been received by the Company, notwithstanding any termination of this Agreement, the Merger Agreement or any Subject Obligation.

     14. This Agreement is a continuing agreement and shall not terminate or be discharged until the earliest of the performance and indefeasible payment and performance of all of the Subject Obligation, the termination of the Merger Agreement in accordance with its terms or the closing of the Transaction. If demand for, or acceleration of the time for, payment by the

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Investment Vehicle to the Company of any Subject Obligation is stayed upon the bankruptcy, insolvency, reorganization, receivership or proposed compromise or arrangement with creditors of the Investment Vehicle, all of the Subject Obligation of which payment or performance is stayed that would otherwise be subject to the demand for payment or acceleration shall nonetheless be payable by the Fund immediately upon demand by the Company.

     15. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes all prior agreements, contracts and discussions, whether written or oral, with respect thereto. No course of dealing, course of performance or trade usage, and no parol evidence of any nature whatsoever, shall be used to supplement or modify the terms of this Agreement. The execution and delivery of this Agreement has not been induced by any representations, warranties, conditions, other guaranties or acknowledgements not expressly made. There are no conditions to the full effectiveness of this Agreement, and, other than the default by the Investment Vehicle with respect to any Subject Obligation, there are no conditions to the right to make demand under this Agreement.

     16. This Agreement cannot be modified, revoked or terminated except by an instrument in writing signed by the parties hereto.

     17. The validity, construction and enforcement of this Agreement shall be governed by the laws of the State of New York, United States of America, without reference to its conflicts of law rules. Each of the Fund and the Company hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of same or any judgment, (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (iii) agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above, (v) waives, to the fullest extent permitted by law, the defense of forum non conveniens to the maintenance of such action or proceeding in any such court and (vi) agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon the process agent of the undersigned appointed below. Each of the Fund and the Company hereby irrevocably appoints the person set forth on the line marked “Process Agent” on the signature page hereto as its process agent and as its true and lawful attorney-in-fact in the name, place and stead of it to accept such service of any and all such writs, process and summonses.

     18. If any provision of this Agreement or its application in any circumstance is invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected.

     19. Any notice, demand, statement or request (each a “Notice”) to be given under this Agreement shall be in writing and addressed to the Company or to the Fund, as the case may be, at such address as such party has set forth in the Merger Agreement (notices to the Fund shall be

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addressed to the designees of the “Parent” party to the Merger Agreement). Any such Notice or other communication given as aforesaid shall be deemed to have been given (a) when personally delivered by courier, overnight delivery, or otherwise, or (b) on the Business Day following the day upon which such Notice or other communication is sent by facsimile transmission, provided that there has been confirmation of transmission. If such Notice is given on a day that is not a Business Day or after 5:00 p.m. on a Business Day, it shall be deemed given and received on the Business Day next following the date of receipt. For purposes hereof, a “Business Day” shall be any day upon which commercial banks are open for business in The City of New York.

     20. This Agreement shall be binding upon, and be enforceable by, the Fund, the Company and their respective permitted successors, transferees and assigns. The assignment by the Fund or the Company of the obligations hereunder shall be null and void and without effect without the prior written consent of the other party, which consent may be withheld for any reason or for no reason.

     21. This Agreement may be executed in counterparts, each of which when executed and delivered shall have the force and effect of an original and all of which together shall constitute one and the same instrument.

[The remainder of this page intentionally left blank.]

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

FUND:
WESTBRIDGE HOSPITALITY FUND, L.P.
By its General Partner,
Westbridge Hospitality Management Limited
By:	/s/ Majid Mangalji
Name: Majid Mangalji
Title: Director and President
COMPANY:
BOYKIN LODGING COMPANY
By:	/s/ Richard C. Conti
Name: Richard C. Conti
Title: President and Chief Operating Officer

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Name and Address of Fund and Braveheart Process Agent in State of New York

Davies Ward Phillips & Vineberg LLP
626 Madison Avenue
New York, New York 10022
Attention: Gawain S.E. Smart, Esq.

Name and Address of Company Process Agent in State of New York

C T Corporation System
111 Eighth Avenue
New York, New York 10011

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EX-99.1 9 l20354aexv99w1.htm EX-99.1 PRESS RELEASE

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Tara Szerpicki
		Investor Relations
		Boykin Lodging Company
		(216) 430-1333
		InvestorRelations@boykinlodging.com

Boykin Lodging Company to be Acquired

Cleveland, Ohio, May 22, 2006—Boykin Lodging Company (NYSE: BOY) (the “Company”), a hotel real estate investment trust, today announced that it has entered into a definitive merger agreement to be acquired by Braveheart Holdings LP (“Braveheart”), an affiliate of Westmont Hospitality Group (“Westmont”) and Cadim Inc., a division of Caisse de dépôt et placement du Québec, in a cash transaction valued at approximately $416 million, including debt.

In the transactions contemplated by the merger agreement, each common share of the Company will be converted into the right to receive $11.00 per share in cash. A portion of the $11.00 per share will be paid in the form of a dividend prior to closing. Each limited partner in Boykin Hotel Properties, L.P., the operating partnership of the Company, will also be entitled to receive, subject to compliance with certain procedures, $11.00 per unit in cash less the amount of pre-closing dividends. Outstanding depositary shares, each representing a 1/10 fractional interest in a share of the Company’s 10-1/2% Class A Cumulative Preferred Shares, Series 2002-A, will be converted into the right to receive a cash payment of $25.00 per share plus accrued dividends through the closing date.

Immediately prior to the closing of the transactions contemplated by the merger agreement, the Company’s interests in the Pink Shell Beach Resort and Spa and the Banana Bay Resort & Marina — Marathon will be sold to entities controlled by Robert W. Boykin, Chairman and Chief Executive Officer of the Company, for a purchase price of approximately $14.6 million, to be adjusted based upon the cash flows of such interests from April 1, 2006 through the actual closing date. These transactions are contingent upon the closing of the transactions contemplated by the merger agreement. These transactions have been unanimously approved by the Board of Directors of the Company (with Mr. Boykin abstaining), and by a special committee of independent directors (the “Special Committee”).

The Company’s Board of Directors has unanimously approved the merger agreement (with Mr. Boykin abstaining) and has recommended the approval of the transaction by the Company’s common shareholders. Completion of the transaction, which is expected to occur during the third quarter of 2006, is contingent on customary closing conditions and the approval of the Company’s common shareholders. The transaction is not contingent on receipt of financing by Braveheart.

As previously announced, the Company has entered into an agreement to sell its Radisson Suite Beach Resort — Marco Island to an unrelated third party for a

purchase price of $58.0 million. Upon execution of that agreement, the proposed purchaser made a deposit of $3.0 million. The proposed purchaser is obligated to make a second deposit of $3.0 million on May 25, 2006. Braveheart has the right to terminate the merger agreement with the Company if the proposed purchaser does not make the second deposit; however, the merger agreement will not terminate if the Company is able to enter into an alternate agreement or arrangement, no later than July 7, 2006, to effect the disposition of the property, and the Company and Braveheart agree, after negotiating in good faith, on changes to the merger agreement based on such agreement or arrangement.

“We are pleased to announce this transaction, which we believe will enable shareholders to receive the benefit of our efforts to increase shareholder value,” said Robert W. Boykin, Chairman and Chief Executive Officer of the Company.

As a result of the aforementioned announcements, the Company’s Board of Directors has elected to adjourn until further notice the previously scheduled June 1, 2006 Annual Meeting of Shareholders.

UBS Investment Bank acted as financial advisor to the Board of Directors of the Company and Houlihan Lokey advised the Special Committee and the Board of Directors. RBC Capital Markets acted as financial advisor to Westmont.

About Boykin Lodging Company:

Boykin Lodging Company is a real estate investment trust that focuses on the ownership of full-service, upscale commercial and resort hotels. The Company currently owns interests in 21 hotels containing a total of 5,871 rooms located in 13 states, and operating under such internationally known brands as Doubletree, Marriott, Hilton, Radisson, Embassy Suites, and Courtyard by Marriott among others. For more information about Boykin Lodging Company, visit the Company’s website at http://www.boykinlodging.com.

About Westmont:

Westmont was founded approximately 30 years ago. Westmont has grown to be one of the largest privately-held owner/operator of hotel assets in the world. Westmont owns an interest in and operates, or oversees the operations of, over 350 hotels containing more than 45,000 guestrooms through North America, Europe and Asia.

About Cadim, Inc.:

Cadim, Inc., a Montreal-based real estate advisor and portfolio manager, is a division of the Caisse de dépôt et placement du Québec and a member of the Real Estate group of the Caisse. The Caisse is one of the world’s 10 largest real estate managers among pension fund managers and manages funds primarily for public and private pension and insurance plans. As at December 31, 2005, it held CA$122.2 billion of net assets. The Caisse invests in the main financial markets as well as in private equity and real estate. For more information: http://www.lacaisse.com

Forward Looking Statements:

This news release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 regarding the Company, including those statements regarding the expected effects, timing and completion of the proposed transaction, among others. Except for historical information, the matters discussed in this release are forward-looking statements that involve risks and uncertainties that may cause results to differ materially from those set forth in

those statements. For example, among other things, (1) the Company may be unable to obtain shareholder approval required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs or unexpected liabilities; (4) the proposed purchaser may fail to pay its second deposit with respect to its purchase of the Radisson Suite Beach Resort — Marco Island and Braveheart could terminate the merger agreement as a result thereof; (5) the businesses of the Company may suffer as a result of uncertainty surrounding the transaction; and (6) the Company may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of the Company are set forth in its filings with the Securities and Exchange Commission (“SEC”), which are available at http://www.boykinlodging.com. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It:

In connection with the proposed transaction, a proxy statement of Boykin Lodging Company and other materials will be filed with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BOYKIN LODGING COMPANY AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the proxy statement (when available) as well as other filed documents containing information about Boykin Lodging Company at http://www.sec.gov, the SEC’s free website. Free copies of Boykin Lodging Company’s SEC filings are also available on Boykin Lodging Company’s website, http://www.boykinlodging.com.

Participants in the Solicitation:

Boykin Lodging Company and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Boykin Lodging Company’s shareholders with respect to the proposed transaction. INFORMATION REGARDING BOYKIN LODGING COMPANY’S EXECUTIVE OFFICERS AND DIRECTORS IS SET FORTH IN THE COMPANY’S PROXY STATEMENT FILED ON APRIL 25, 2006. More detailed information regarding the identity of potential participants, and their direct or indirect interest, by securities, holdings or otherwise, will be set forth in the proxy statement and other material to be filed with the SEC in connection with the proposed transaction.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.4

Exhibit 10.4

LIMITED LIABILITY COMPANY INTERESTS PURCHASE AGREEMENT

          This Limited Liability Company Interests Purchase Agreement (this “Agreement”), is dated as of May 19, 2006, (the “Effective Date”) by and among BellBoy, Inc., a Delaware corporation (“Seller”), New Banana Bay, LLC, a Delaware limited liability company (“Buyer”), and JABO LLC, a Delaware limited liability company (“Unitholder”). Buyer, Seller and Unitholder are referred to collectively herein as the “Parties” and each individually as a “Party.”

Background

          WHEREAS, Seller owns 100% of the outstanding limited liability company interests (the “LLC Interests”) in Marathon Partners Manager LLC, a Delaware limited liability company (“Marathon Manager”), and Marathon Manager owns 50% of the outstanding limited liability company interests in Marathon Partners LLC, a Delaware limited liability company (the “LLC”);

          WHEREAS, the LLC is the owner in fee simple of the real property commonly known as the Banana Bay Resort and located at 4590 Overseas Highway, Marathon, Florida 33050 (the “Property”); and

          WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the LLC Interests, on the terms and conditions set forth in this Agreement.

Agreement

          Now, Therefore, in consideration of the premises and mutual covenants set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE 1
Definitions

          Section 1.01 Definitions. Capitalized terms used herein will have the following meanings:

          “Adjustment Amount” means the net credit in favor of Seller or Buyer, as the case may be, determined in accordance with Section 8.02 and Exhibit A of this Agreement. The Adjustment Amount at Closing shall be calculated without duplication of any amounts included in the calculation of the Interim Adjustment Amount.

          “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended.

          “BHP” means Boykin Hotel Properties, L.P., an Ohio limited partnership.

          “BHP LP Agreement” means the Third Amended and Restated Agreement of Limited Partnership of BHP dated September 30, 2002, as amended.

          “BHP Unit” means a Common Partnership Unit, as that term is defined is defined in the BHP LP Agreement.

          “Interim Adjustment Amount” means a credit in favor of Seller in the amount of $1,613,566, representing the agreed-upon Adjustment Amount through and including March 31, 2006.

          “Liabilities” means any and all liabilities, claims, actions, demands, expenses, obligations, damages, suits in equity, debts, accounts, costs, setoffs, contributions, promises, covenants, attorneys’ fees, and/or causes of action of whatever kind or character.

          “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of May 19, 2006, among Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, Boykin Lodging Company and BHP.

          “Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

          “Purchase Price” means an amount equal to $3,913,566 (which amount includes the Interim Adjustment Amount), plus or minus, as the case may be, the Adjustment Amount.

          “Superior Proposal” means any inquiry, proposal or offer from any Person relating to (i) the Property or (ii) the LLC Interests (including, without limitation, any inquiry, proposal or offer relating to or involving other assets or equity interests of Seller or its Affiliates), that Seller or its parent company determines in good faith, after consultation with counsel and a financial advisor of nationally recognized reputation, is more favorable to Seller or its Affiliates than the transactions contemplated by this Agreement.

ARTICLE 2
Purchase and Sale of LLC Interests

          Section 2.01 Purchase of LLC Interests. On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Buyer, the LLC Interests.

          Section 2.02 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Baker & Hostetler LLP, 3200 National City Center, Cleveland, Ohio, on the date of, and immediately prior to, the closing of the transactions contemplated by the Merger Agreement (the “Closing Date”).

Page 2

          Section 2.03 Payments on the Closing Date.

          (a) Subject to Section 10.03, at the Closing, Buyer shall pay to Seller, an amount equal to the Purchase Price. Payment shall be made by wire transfer of immediately available funds pursuant to wire transfer instructions delivered by Sellers to Buyer at least one business day prior to Closing.

          (b) So long as such cooperation does not (i) impose upon Seller any adverse tax consequences or any other liabilities, or (ii) adversely impact the ability of Seller to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof or directly or indirectly impose any adverse present or future tax consequences to the Parent (as defined in the Merger Agreement) or its subsidiaries, as determined by the Parent in its sole discretion, Seller shall, upon receipt of an Option Notice (as defined in Section 2.03(c)), cooperate to satisfy all or any portion of Buyer’s obligation to pay the Purchase Price as contemplated by Section 2.03(c).

          (c) If Buyer timely delivers an Option Notice in accordance with this Section 2.03(c), Seller shall transfer or otherwise distribute the LLC Interests specified in the Option Notice to BHP prior to Closing. At Closing, BHP shall distribute the applicable LLC Interests to Buyer. In exchange therefor, Unitholder shall transfer to BHP, and BHP shall redeem, a number of BHP Units owned by Unitholder with a value equal to the Purchase Price or the applicable portion thereof (the “Unit Option”). For purposes of this Agreement, the value of a BHP Unit shall equal the Common Share Merger Consideration (as defined in the Merger Agreement). Buyer shall deliver notice of its intention to exercise the Unit Option (including the portion of the Purchase Price to be satisfied through exercise of the Unit Option) at least five (5) business days prior to Closing (the “Option Notice”). The Option Notice shall identify the portion of the LLC Interests Buyer intends to acquire through exercise of the Unit Option. For the avoidance of doubt, Buyer and Unitholder shall have no right to exercise the Unit Option if the conditions set forth in Section 2.03(b) are not satisfied.

          Section 2.04 Buyer’s Additional Closing Date Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller all of the following, each duly executed as applicable:

          (a) resolutions of Buyer authorizing the execution and delivery of this Agreement by Buyer and the performance of Buyer’s obligations hereunder;

          (b) a certificate executed by an executive officer of Buyer dated the Closing Date certifying on behalf of Buyer that the conditions set forth in Sections 6.02(a) and 6.02(b) have been fulfilled.

          (c) if the Purchase Price is paid pursuant to the Unit Option as contemplated by Section 10.03 or Section 2.03(b), an assignment of units in form and substance reasonably satisfactory to Seller and Buyer sufficient to convey to BHP good, valid and marketable title to the BHP Units, free and clear of all liens, claims and encumbrances.

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          Section 2.05 Seller’s Closing Date Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer all of the following, each duly executed and notarized as applicable:

          (a) an assignment of the LLC Interests in form and substance reasonably satisfactory to Buyer and Seller sufficient to convey to Buyer good, valid and marketable title to the LLC Interests, free and clear of all liens, claims and encumbrances;

          (b) a certificate executed by an officer of Seller dated the Closing Date certifying on behalf of Seller that the conditions set forth in Sections 6.03(a) and 6.03(b) have been fulfilled;

          (c) 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 LLC Interests; and

          (d) resolutions of Seller authorizing the execution and delivery of this Agreement and performance of Seller’s obligations hereunder.

ARTICLE 3
Seller’s Representations and Warranties

          Section 3.01 Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer as of the date hereof as follows:

          (a) Seller has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and constitutes a valid and binding obligation of Seller, enforceable against such Seller in accordance with its terms.

          (b) Seller is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its organization. Seller has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Seller of the transactions contemplated hereby will not, result in a breach or default under Seller’s limited liability company agreement or other governing instrument.

          (c) Seller does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement, other than any amounts required to be paid by Seller to UBS Investment Bank, which shall be the sole responsibility of Seller.

          (d) Except for consents and approvals already obtained, no consent or approval of any Person, is required with respect to the execution and delivery of this Agreement

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by Seller or the consummation by Seller of the transactions contemplated hereby or the performance of Seller’s obligations under the Agreement.

          (e) Seller legally and beneficially owns 100% of the issued and outstanding equity interests in Marathon Manager and Marathon Manager legally and beneficially owns 50% of the issued and outstanding equity interests in the LLC, in each case free and clear of any liens, claims and encumbrances. Upon consummation of the transactions contemplated hereby, Buyer shall acquire good and valid title to the LLC Interests, free and clear of any liens, claims and encumbrances.

          (f) With the exception of any obligations arising in connection with the Orion Loan (as defined in Section 7.05) and any guarantees of direct obligations of Marathon Manager or the LLC relating solely to the Property or the development thereof, neither Marathon Manager nor the LLC is a guarantor of any indebtedness or other obligations of Seller or any of Seller’s affiliates.

          Section 3.02 Exclusivity of Representations. THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS ARTICLE 3 ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES RELATING TO SELLER, THE PROPERTY, THE LLC INTERESTS AND THE BUSINESS AND OPERATIONS RELATING THERETO, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER OR ANY OF ITS AGENTS OR REPRESENTATIVES (AND IN THE CASE OF BUYER, ANY OFFICER, DIRECTOR OR EMPLOYEE THEREOF) OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA.

ARTICLE 4
Buyer’s Representations and Warranties

          Buyer represents and warrants to Seller as of the date hereof as follows:

          Section 4.01 Authority. Buyer has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

          Section 4.02 Organization of Buyer. Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction in which it is organized. Buyer has full limited liability company power and authority to carry on the business in which it is engaged. Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation. Buyer has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this

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Agreement do not, and the consummation by Buyer of the transactions contemplated hereby will not, result in a breach or default under Buyer’s limited liability company agreement or other governing instrument.

          Section 4.03 Brokers Fees. Buyer does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

          Section 4.04 Consents and Approvals. No consent or approval of any Person, 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.

          Section 4.05 No Registration. Buyer understands and acknowledges that none of the LLC Interests have been or will be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States.

          Section 4.06 Investment Intent. The LLC Interests are being acquired for Buyer’s own account for investment purposes and not with the view to, or for resale in connection with, any distribution, or public offering thereof within the meaning of the Securities Act. The entire legal and beneficial interest of the LLC Interests is being acquired, and will be held, for Buyer’s account only, and neither in whole nor in part for any other person or entity. Buyer understands and acknowledges that no market exists for the LLC Interests and that the LLC Interests may not be sold except pursuant to a registration statement under the Act or pursuant to applicable federal and state exemptions from registration.

          Section 4.07 Accredited Investor. Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Act.

          Section 4.08 Reliance by Seller; Suitability and Sophistication. Buyer understands and agrees that Seller is relying upon the accuracy of the representations, warranties, acknowledgments and agreements set forth herein in complying with the obligations of Seller under applicable securities laws. Buyer has (a) such knowledge and experience in financial and business matters that it is capable of independently evaluating the risks and merits of acquiring the LLC Interests and of making an informed investment decision, (b) independently evaluated the risks and merits of acquiring the LLC Interests and has independently determined that the LLC Interests is a suitable investment for it, and (c) sufficient financial resources to bear the loss of its entire investment in the LLC Interests.

          Section 4.09 Condition of Assets and Limitations of Seller’s Representations. Buyer acknowledges that (a) Buyer will have a reasonable opportunity to inspect and investigate the Property and all matters relating thereto, including, without limitation, all of the physical, environmental and operational aspects of the Property, either independently or through agents and experts of Buyer’s choosing and (b) Buyer will acquire the LLC Interests based upon Buyer’s own investigation and inspection. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, WITH THE EXCEPTION OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN

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ARTICLE 3, SELLER IS NOT MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, IN RESPECT OF THE LLC INTERESTS OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO THE PHYSICAL, ENVIRONMENTAL OR OPERATING CONDITION OF THE PROPERTY OR THE PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATION AND SIMILAR STRUCTURAL AND OPERATING COMPONENTS, OR THE FINANCIAL CONDITION, PAST, PRESENT OR FUTURE, OF THE PROPERTY OR THE LLC. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS EXPRESSLY DISCLAIMED ANY SUCH OTHER OR IMPLIED REPRESENTATIONS AND WARRANTIES NOTWITHSTANDING THE DELIVERY TO BUYER OR ITS AGENTS OR REPRESENTATIVES (AND IN THE CASE OF BUYER, ANY OFFICER, DIRECTOR OR EMPLOYEE THEREOF) OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER SHALL BE UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURE REGARDING ANY MATTER WHICH MAY BE KNOWN TO SELLER, ITS OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES.

          Section 4.10 Release from Liability. Except as may be expressly provided in this Agreement, Buyer, for itself and its successors in interest, releases Seller and its successors in interest from, and waives all claims and liability against Seller for, any structural, physical and/or environmental condition at the Property, and hereby releases Seller from, and waives all liability against Seller attributable to, the structural, physical and/or environmental condition of the Property, including without limitation the presence, discovery or removal of any hazardous substances in, at, about or under the Property, or connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by SARA Superfund Amendment and Reauthorization Act of 1986), and as may be further amended from time to time) or any related claims or causes of action or any other federal or state based statutory or regulatory causes of action for environmental contamination at, in or under the Property.

ARTICLE 5
Unitholder’s Representations and Warranties

          Section 5.01 Unitholder’s Representations and Warranties. Unitholder hereby represents and warrants to Seller as of the date hereof as follows:

     (a) Unitholder has all requisite limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Unitholder. This Agreement has been duly executed and delivered by Unitholder, and constitutes a valid and binding obligation of Unitholder, enforceable against Unitholder in accordance with its terms.

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          (b) Unitholder is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation. Unitholder has full limited liability company power and authority to carry on the business in which it is engaged. The execution and delivery of this Agreement do not, and the consummation by Unitholder of the transactions contemplated hereby will not, result in a breach or default under (with or without notice or lapse of time, or both), Unitholder’s limited liability company agreement or other governing instrument or any contract, agreement or other instrument binding upon Unitholder.

          (c) No consent or approval of any Person, is required with respect to the execution and delivery of this Agreement by Unitholder or the consummation by Unitholder of the transactions contemplated hereby or the performance of Unitholder’s obligations under the Agreement.

          (d) Unitholder will realize a substantial economic benefit as a result of the consummation of the transactions contemplated hereby.

          (e) Unitholder legally and beneficially owns, and at Closing will own, BHP Units with a fair market value equal to or greater than the sum of (i) the Purchase Price plus (ii) the Purchase Price, as that term is defined in the Limited Liability Company Interests and Asset Purchase Agreement of even date herewith by and among Buyer and certain affiliates of Seller relating to the sale of the Pink Shell Beach Resort & Spa (the “Pink Shell Agreement”), free and clear of any liens, claims and encumbrances. Upon satisfaction of Buyer’s obligation to pay the Purchase Price pursuant to the redemption of BHP Units as contemplated by this Agreement, if applicable, BHP shall acquire good, marketable and valid title to that portion of the BHP Units redeemed in payment of the Purchase Price, free and clear of any liens, claims and encumbrances.

ARTICLE 6
Closing Conditions And Deliveries

          Section 6.01 Mutual Conditions. The obligations of each of the Parties to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions precedent:

          (a) With the exception of the filing of the OP Merger Certificate (as defined in the Merger Agreement), all of the conditions precedent to the consummation of the transactions contemplated by the Merger Agreement, including, without limitation, the conditions set forth in Section 5.1(a) and Section 5.2(a) thereof, shall have been satisfied.

          Section 6.02 Additional Conditions to Obligations of Seller. The obligation of Seller to effect the transactions contemplated by this Agreement shall also be subject to the fulfillment or waiver by Seller of the following conditions:

          (a) The representations and warranties of Buyer set forth in Article 4 shall be true and correct in all material respects with the same effect as if made at and as of the Closing Date.

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          (b) Buyer shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by Buyer hereunder at or prior to the Closing.

          (c) Seller shall have received the documents required to be delivered by Buyer pursuant to Section 2.04.

          Section 6.03 Additional Conditions to Obligations of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement shall also be subject to the fulfillment or waiver by Buyer of the following conditions:

          (a) The representations and warranties of Seller set forth in Article 3 shall be true and correct in all material respects with the same effect as if made at and as of the Closing Date.

          (b) Seller shall have performed in all material respects each obligation and agreement and complied in all material respects with each covenant to be performed and complied with by Seller hereunder at or prior to the Closing.

          (c) Buyer shall have received the documents required to be delivered by Seller pursuant to Section 2.05.

ARTICLE 7
Agreements of the Parties

          Section 7.01 Maintain Hotel; Construction.

          (a) Subject to Section 7.07, at all times prior to the Closing Date, Seller shall operate the Property, or cause the Property to be operated, in the ordinary course of business consistent with past practices and continue to maintain the insurance on the Property consistent with past practice. In addition, prior to the Closing Date, Seller shall not, without the prior written consent of Buyer: (i) permit any new leases or material agreements with respect to the Property or the LLC that are not terminable by Seller or the LLC upon 30 days notice or less without the payment of a termination fee or penalty; (ii) permit the LLC to grant any liens or encumbrances on the Property other than liens arising in the ordinary course of business; or (iii) transfer or otherwise dispose of the Property.

          (b) Notwithstanding Section 7.01(a), Buyer hereby acknowledges that Seller has commenced the Project on the Property. Nothing set forth in this Agreement shall restrict or prohibit Seller from pursuing development of the Project at such time and on the schedule determined by Seller in its sole discretion, but in all events, in accordance in all material respects with all applicable contracts, laws, rules and regulations. For purposes hereof, the “Project” means the ongoing redevelopment of and construction on the Property.

          Section 7.02 Buyer’s Access to Information and Records Before Closing. Subject to Section 7.03, from and after the date of this Agreement until Closing, Seller shall permit representatives of Buyer to have reasonable access during customary business hours, and in a manner so as not to interfere with the normal business operations of Seller, to all premises,

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properties, books, records, contracts, tax records and documents of or pertaining to the LLC and the Property.

          Section 7.03 Confidentiality. Each of the parties hereto (each a “Receiving Party”) agrees, and shall cause each of 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”) 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 (a) to the extent required by applicable law, and (b) 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 7.03 shall survive any termination of this Agreement. 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.

          Section 7.04 Further Assurances. Prior to, at and after the Closing, each party to this Agreement shall execute and deliver such further instruments of conveyance, sale, assignment or transfer, and shall take or cause to be taken such other or further action as is reasonably requested by a party hereto, in order to effectuate the terms and conditions of this Agreement.

          Section 7.05 Title Matters. In the event Buyer elects to obtain a title policy in respect of the Property at Closing, Seller shall obtain such title policy from Fidelity National Title Insurance Company, Cleveland, Ohio (the “Title Company”) and Seller shall execute customary title affidavits and certificates as are required by the Title Company in connection with the issuance of the title policy. In addition, Seller shall be obligated to remove any monetary, mortgage or other financing liens on the Property arising from and after the Effective Date regardless of whether Buyer elects to obtain a title policy. Notwithstanding the foregoing, Seller shall, in no event, be obligated to remove the mortgage and financing liens with respect to the indebtedness evidenced in that certain Loan Agreement, dated as of February 1, 2006, between the LLC and Orion Bank, a Florida banking corporation (the “Orion Loan”).

          Section 7.06 Indemnity Obligation. From and after the Closing, Seller shall indemnify and hold Buyer harmless against any expenses incurred by the LLC prior to December 23, 2005 that are not paid prior to the Closing. Buyer represents and warrants that to Buyer has no knowledge of any such unpaid expenses (it being understood and agreed that Buyer’s knowledge in this Section shall mean and be limited to the actual knowledge of Robert W. Boykin). This Section 7.06 shall survive the Closing.

          Section 7.07 Casualty; Condemnation. Buyer shall not be relieved of Buyer’s obligations hereunder notwithstanding the occurrence of any damage or destruction to the

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Property or any condemnation of all or any portion of the Property, provided that, prior to Closing, Seller shall and shall cause the LLC to diligently pursue any insurance claims or any rights Seller or the LLC may have in connection with any condemnation proceedings relating to the Property.

          Section 7.08 Employee Matters; Workers Compensation Claims. At Closing, Buyer shall receive as a credit against the Purchase Price an amount equal to $1,114, in respect of vacation pay for employees of the resort business operated on the Property. As of the Closing Date, (a) to the extent permitted by applicable law, the REIT (as defined in the Merger Agreement) shall assume all worker’s compensation liabilities relating to the Property arising on or prior to the Cut-Off Date (“Pending WC Claims”) and (b) Parent (as defined in the Merger Agreement) shall use its best efforts to cause the release of Boykin Management Company Limited Liability Company from all such Pending WC Claims, it being understood and agreed that “best efforts” shall not include payment of liquidated damages to Liberty Mutual unless the failure to pay such amounts would not be commercially reasonable.

ARTICLE 8
Purchase Price Adjustments

          Section 8.01 Interim Adjustment Amount. Buyer and Seller acknowledge and agree that the Interim Adjustment Amount was calculated as of March 31, 2006 and as set forth on Exhibit B of this Agreement.

          Section 8.02 Adjustment Amount.

          (a) Seller and Buyer acknowledge and agree that the Adjustment Amount shall be determined in accordance with this Section 8.02 and Exhibit A of this Agreement. If the Adjustment Amount results in a net credit in favor of Seller, the Purchase Price shall be increased by the amount of the Adjustment Amount. If the Adjustment Amount results in a net credit in favor of Buyer, the Purchase Price shall be reduced by the amount of the Adjustment Amount.

          (b) Prior to Closing, Seller shall deliver to Buyer monthly financial reports in respect of the Project. Seller shall use good faith efforts to include in such financial reports all material information in Seller’s possession to be included in the calculation of the Adjustment Amount, provided that Seller and Buyer acknowledge and agree that Seller’s failure to include any amounts in any monthly report shall not prevent the inclusion of such amounts in the calculation of the Adjustment Amount at Closing. Absent manifest error, the books, records and calculations of Seller relating to the Adjustment Amount, which shall be kept and made by Seller in good faith, shall be binding on all parties to this Agreement.

ARTICLE 9
Termination

          Section 9.01 Termination of Agreement. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Effective Time as provided below:

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          (a) By mutual written agreement of Buyer and Seller;

          (b) By Buyer or Seller if a court of competent jurisdiction or other governmental entity shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby;

          (c) By Buyer or Seller, upon termination of the Merger Agreement; and

          (d) By Seller, if Seller or any of their respective Affiliates shall have received a Superior Proposal.

          Section 9.02 Termination Fee. In the event of termination of this Agreement by Seller as provided in Section 9.01(d), Seller shall pay Buyer an amount equal to the amount of Buyer’s reasonable out-of-pocket expenses for which Buyer has not theretofore been reimbursed by Seller, provided that the aggregate amount of expenses reimbursed pursuant to this Section 9.02 and Section 9.02 of the Pink Shell Agreement shall not exceed $350,000.

          Section 9.03 Effect of Termination. In the event of termination of this Agreement by Buyer or Seller as provided in this Article 9, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Buyer or Seller, other than the confidentiality provisions of Section 7.03, Section 9.02, this Section 9.03 and Article 11, which provisions shall survive such termination. Notwithstanding the foregoing, to the extent that such termination results from a Party’s intentional misconduct or the willful breach by a Party of any representation, warranty or covenant set forth in this Agreement, then such Party shall be liable for any damages incurred or suffered by the other Parties as a result of such breach.

ARTICLE 10
Remedies; Power of Attorney

          Section 10.01 Seller’s Specific Performance. Subject to the last sentence of Section 9.03, in the event the Closing fails to occur because of Seller’s failure to perform its obligations under this Agreement, Buyer shall have the right as its sole and exclusive remedy to specific performance by Seller of its obligations under this Agreement.

          Section 10.02 Indemnification. From and after the Closing, Buyer hereby agrees to indemnify, hold harmless and defend Seller and its parent companies, directors, officers, employees, agents and representatives from and against any and all Liabilities incurred by any of the foregoing resulting from, arising out of or caused by any liability of Marathon Manager or the LLC. From and after the Closing, Unitholder hereby agrees to indemnify, hold harmless and defend Seller and its parent companies, directors, officers, employees, agents and representatives from and against any and all Liabilities incurred by any of the foregoing resulting from, arising out of or caused by a breach of Unitholder’s representations and warranties set forth in Section 5.01(e). This Section 10.02 shall survive the Closing.

          Section 10.03 Buyer’s Specific Performance; Limited Power of Attorney.

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          (a) Notwithstanding anything to the contrary set forth in this Agreement, if the transactions contemplated hereby are not consummated by reason of Buyer’s default of its obligation to purchase the LLC Interests pursuant to the terms of this Agreement (a “Purchase Default”), Seller or its parent company shall be entitled, as its sole and exclusive remedy, to (i) cause the transfer and assignment to, and redemption by, BHP of BHP Units owned by Unitholder with a value (determined in accordance with Section 2.03(c)) equal to the unpaid portion of the Purchase Price, in satisfaction of Buyer’s payment obligations set forth in Section 2.03 and (ii) retain or direct payment of cash proceeds of the Merger (as defined in the Merger Agreement) otherwise payable to Unitholder (“Unitholder’s Proceeds”) in satisfaction of Buyer’s obligation to pay the Purchase Price or any portion thereof.

          (b) In furtherance of Section 10.03(a)(i), effective upon the occurrence of a Purchase Default, Unitholder hereby constitutes and irrevocably appoints Seller, by and through any of Seller’s officers, employees, attorneys, representatives or agents, its true and lawful Attorney-In-Fact, in its name and place and stead and for its benefit, said appointment being coupled with an interest, for the limited purpose of causing the assignment and transfer of BHP Units to Seller in accordance with the terms of this Agreement, including the execution of such assignments and other transfer instruments as Seller may reasonably deem necessary.

          (c) In furtherance of Section 10.03(a)(ii), upon execution of this Agreement, Unitholder shall execute and deliver to Seller a letter in the form attached hereto as Exhibit C (“Payment Agent Letter”). Following a Purchase Default, Seller shall be entitled to deliver the Payment Agent Letter to the Payment Agent named therein and take any and all other actions necessary to cause the Payment Agent to deliver the Unitholder’s Proceeds as directed in the Payment Agent Letter. Upon payment of the Purchase Price by Buyer or termination of this Agreement in accordance with Article 9 hereof, whichever occurs first, Seller shall promptly return the original execution copy of the Payment Agent Letter to Unitholder.

ARTICLE 11
Miscellaneous

          Section 11.01 Survival. None of the representations and warranties of the Parties will survive the Closing.

          Section 11.02 Press Releases and Announcements. No Party shall issue any press release or announcement relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that Seller and its Affiliates may make any public disclosure Seller or its Affiliates believes in good faith, based upon the advice of its counsel, is required by law or regulation or the listing standards of the New York Stock Exchange (in which case Seller will advise Buyer to the extent practicable prior to making the disclosure). Any press releases made with the prior knowledge of Robert Boykin shall be deemed to have been made with the prior written approval of Buyer and Unitholder.

          Section 11.03 Entire Agreement. This Agreement (including the documents referred to herein) and the Exhibits hereto constitute the entire agreement among the Parties and

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supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof.

          Section 11.04 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and its successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties, except that Buyer shall be permitted to assign this Agreement to an entity owned and controlled by Robert Boykin and Jack Boykin.

          Section 11.05 Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to create any third-party beneficiaries.

          Section 11.06 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

          Section 11.07 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

          Section 11.08 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to Seller:	Copy to:
c/o Boykin Lodging Company	Baker & Hostetler LLP
Guildhall Building	3200 National City Center
45 W. Prospect Avenue, Suite 1500	Cleveland, Ohio 44114
Cleveland, Ohio 44115	Attn: John M. Gherlein
Attn: Richard Conti
If to Buyer or Unitholder:	Copy to:
c/o Robert Boykin	Timothy Q. Hudak
Guildhall Building	Eckert, Seamans, Cherin & Mellott, LLC
45 W. Prospect Avenue, Suite 1550	U.S. Steel Tower
Cleveland, Ohio 44115	600 Grant Street, 44th Floor
	Pittsburgh, Pennsylvania 15219

Any Party may give any notice, request, demand, claim, or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, facsimile, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other

Page 14

communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

          Section 11.09 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Ohio.

          Section 11.10 Consent to Jurisdiction; Venue. Each of the Parties irrevocably submits to the exclusive jurisdiction of the state courts of Ohio and to the jurisdiction of the United States District Court for the Northern District of Ohio, for the purpose of any action or proceeding arising out of or relating to this Agreement and each of the Parties irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Ohio state or federal court sitting in the City of Cleveland. Each of the Parties agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          Each of the Parties irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to this Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such Party. Nothing in this Section 11.10 shall affect the right of any Party hereto to serve legal process in any other manner permitted by law.

          Section 11.11 Amendments and Waivers. The Parties may mutually amend any provision of this Agreement at any time prior to the Closing with the prior authorization of its boards of directors or other governing bodies. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

          Section 11.12 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

          Section 11.13 Expenses. Each of the Parties shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the

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transactions contemplated hereby. Buyer shall pay for any transfer, mortgage, documentary stamp and sales taxes and fees (including State and County mortgage and deed taxes) incurred in connection with the consummation of the transactions contemplated hereby.

          Section 11.14 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Whenever the context requires, words used in the singular shall be construed to mean or include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender. The terms “hereof,” “herein,” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (including all of the Exhibits hereto), and Article, Section and Exhibit references are to the Articles, Sections and Exhibits to this Agreement unless otherwise specified.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     In Witness Whereof, each of the parties hereto has caused this Agreement to be duly executed by its respective authorized representative as of the date first above written.

SELLER:	BELLBOY, INC.
	By:	/s/ Richard C. Conti
	Its:	Vice President
BUYER:	NEW BANANA BAY, LLC
	By:	/s/ Robert W. Boykin
	Its:	Managing Member
UNITHOLDER:	JABO LLC, a Delaware limited liability company
	By: Boykin Management Company Limited Liability Company, its Managing Member
	By:	The Boykin Group, Inc., its Member
	By:	/s/ Robert W. Boykin
		Robert W. Boykin President

     The undersigned hereby executes this Agreement for the sole purpose of acknowledging and agreeing to Sections 2.03 and 10.03 hereof.

BHP:	BOYKIN HOTEL PROPERTIES, L.P.
	By: Boykin Lodging Company, its general partner
	By:	/s/ Richard C. Conti
	Its:	President

Page 17

Exhibit A

Adjustment Amount Methodology

The Purchase Price shall be adjusted by 50% (to reflect Marathon Manager’s 50% ownership interest in the LLC) of each of the following:

(1)	Increased by all capitalized costs and expenditures incurred from April 1, 2006 through Closing.
(2)	Increased by the value recorded on the balance sheet for the LLC for each of the following on the Closing Date:

Cash — Operating Account	A/R — Intercompany
Cash — Operating	A/R Trade
Cash — Payroll	A/R Other
Cash — Merchant	A/R Guest Ledger
Cash — Depositary	A/R Miscellaneous
Cash — House Bank	A/R Owner
Cash Imprest Account	Prepaid Maintenance Contracts
Cash Concentration	Prepaid Other
Cash Mastercard Visa	Prepaid Health Insurance
Cash Discover	Prepaid Development
Cash American Express	Prepaid — Other Costs
A/R — Trade	Deposits Security

, together with such other categories of assets as may arise in the ordinary course of business prior to Closing.

(3) Decreased by the value recorded on the balance sheet for the LLC for each of the following on the Closing Date:

A/P — Trade	Accrued — Real Estate Tax
A/P — Capital Expenditures	Accrued — Personal Property Tax
A/P Trade	Accrued Payroll
A/P Other	Accrued Bonus Expense
A/P Clearing	Accrued Insurance
A/P Intercompany	Accrued Workers Compensation-Premiums
A/P BMC	Accrued Vacation
A/P Advance Deposits	Accrued Utilities
A/P Gift Certificates	Accrued Other
A/P All Other	Accrued Pension 401(k)
Accrued — Audit/Tax Fees	Occupancy Tax Payable
Accrued — Legal Fees	Sales Tax Payable
Accrued — Interest – Debt	Use Tax Payable
Accrued — Other

, together with such other categories of liabilities as may arise in the ordinary course of business prior to Closing.

(4)	Decreased by the net income (or increased by the net loss) (calculated in accordance with GAAP) of the LLC from 12:01 a.m. on April 1, 2006 through Closing, without deduction for depreciation and amortization and prior to any income and expenses relating to any incidents giving rise to workers compensation claims occurring prior to the Cut-Off Date.
(5)	Increased by a prorata portion (based upon # days elapsed/365) of any prepaid property, casualty, worker’s compensation or other insurance.
(6)	Increased by net additions (or decreased by net reductions) in inventory levels (including, but not limited to Beverage, Gift Shop, Fuel/Oil, Spa Merchandise and Other) as reflected on the balance sheet at the Property at Closing, as compared to the inventory at March 31, 2006, which totaled $0.
(7)	Increased by imputed interest for the period from April 1, 2006 through Closing based upon the total of (a) $65,929 plus (b) the project costs of the Marathon development (calculated at a monthly interest rate equal to Seller’s monthly interest rate under that certain Senior Secured Line of Credit by and among Seller certain of its affiliates and Lehman Brothers Bank, FSB and Lehman Commercial Paper, Inc., excluding any amounts payable in respect of the non-use fee payable thereunder).

In addition, the Purchase Price shall be decreased by $1,114, representing the credit to Buyer contemplated by Section 7.08 of this Agreement.

Page 2

Exhibit B

Interim Adjustment Amount Calculation

See attached.

Page 3

Marathon Partners—100%

Accounting						Pro-rated		Development
Date		Payee	Description	Total Amount		Amount		Costs		Acquisition Costs		Loan Costs		Postage		Travel
	12/14/2005	Orion Bank	Appraisal Costs		5,500.00		5,500.00						5,500.00
	1/12/2006	Purchase of the Property	net of Mortgage		2,912,201.06		2,912,201.06				2,912,201.06
	1/13/2006	DHL			37.52		37.52								37.52
	1/20/2006	Robert Boykin	1/9 Marathon City Planning Meeting		407.89		407.89										407.89
	1/20/2006	Turrell & Assoc	Dec Fees		707.50		159.76		159.76
	1/24/2006	DHL	Loan package		13.19		13.19								13.19
	1/27/2006	Julie L. Richter	Acquisition Travel		1,245.87		1,245.87										1,245.87
	1/31/2006	The Craig Company	December Dev Fees		1,718.37		388.02		388.02
	1/31/2006	Gunster, Yoakley	VS BB Marathon Inc & Manson		9,573.72		9,573.72				9,573.72
	1/31/2006	Gunster, Yoakley	Close on Purchase		1,113.00		1,113.00				1,113.00
	2/1/2006	Orion Bank	Loan closing costs		134,633.00		134,633.00						134,633.00
	2/6/2006	John J. Wolfe PA	Prof Fees — Dev Agreement		2,716.00		2,716.00		2,716.00
	2/14/2006	MBI/K2M Architecture	Add'l Survey/Ins Review		5,125.00		5,125.00		5,125.00
	2/14/2006	MBI/K2M Architecture	Jan Development Fees		52,651.04		52,651.04		52,651.04
	2/14/2006	MBI/K2M Architecture	December Dev Fees		43,581.75		9,841.04		9,841.04
Total					3,171,224.91		3,135,606.11		70,880.86		2,922,887.78		140,133.00		50.71		1,653.76

This schedule represents 100% of the activity of the Partnership. Boykin’s share is 50%.

Marathon Partners—100%

Accounting Date		Payee	Description	Amount		Development Costs		Loan Costs		Acquisition Costs		Postage		Capital		Conf. Calls
	2/21/2006	Turrell & Assoc	Jan Fees — Dock Reno		882.50		882.50
	2/21/2006		Carpet for Bungalow		1,315.08										1,315.08
	2/21/2006	Mark Thompson	Legal Fees****		4,500.00						4,500.00
	2/22/2006	Gary Zdolshek	Reimbursement for expenses****		1,329.14						1,329.14
	2/27/2006	Fred’s Beds	Bungalow Furniture		4,570.91										4,570.91
	2/28/2006	Boykin Management	Conf Call — BBR Parking		43.84												43.84
	2/28/2006	The Craig Company	January Development Fees		6,071.59		6,071.59
	3/6/2006	Banana Bay Resort	Plumbing items for Bungalows		1,725.24										1,725.24
	3/10/2006	Fred’s Beds	Swivel Rocker		321.43										321.43
	3/14/2006	DHL			7.33								7.33
	3/14/2006	Turrell & Assoc	Fees/EFO Permit		752.50		752.50
	3/17/2006	DHL			12.24								12.24
	3/21/2006	John J. Wolfe PA	Feb Services — Development		3,948.00		3,948.00
	3/21/2006	eBluepring Lakeside	blueprints		214.57		214.57
	3/27/2006	MBI/K2M Architecture	Progress billing		49,108.95		49,108.95
	3/29/2006	Beacon Construction	Trailer Reconstruction Costs		10,258.50										10,258.50
	3/31/2006	Baker & Hostetler	accrue 1st qtr fees		19,758.94		3,434.28				16,324.66
	3/31/2006	MBI/K2M Architecture	accrue 1st qtr fees		45,618.52		45,618.52
	3/31/2006	PMC	accrue 1st qtr fees		6,000.00		6,000.00
	3/31/2006	DHL			73.75								73.75
	3/31/2006	The Craig Company	Feb Fees		2,461.00		2,461.00
	3/31/2006	BMC	conference calls		8.74												8.74
	3/31/2006	Baker & Hostetler	accrue 1st qtr fees		21,926.83				21,926.83
Total					180,909.60		118,491.91		21,926.83		22,153.80		93.32		18,191.16		52.58

This schedule represents 100% of the activity of the Partnership. Boykin’s share is 50%.

****allocated

Boykin Hotel Properties
Interest on Marathon Development
2006

																INTEREST				NON-USE FEES
																				0.375%
	Principal		Period Outstanding		Number		Base Rate/											Total		Increases		Total		Net		Cumulative
Spend	Amount		From	To	of Days		LIBOR			Spread			Rate			Interest		by Month		in non-use fees		by Month		interest cost		Costs
35,440.43		35,440.43	2/15/2006	2/20/2006		6		4.6250	%		3.750	%		8.3750	%		49.47				2.22
441.25		35,881.68	2/21/2006	2/27/2006		7		4.6250	%		3.750	%		8.3750	%		58.43				2.62
3,035.80		38,917.48	2/28/2006	2/28/2006		1		4.6250	%		3.750	%		8.3750	%		9.05		116.95		0.41		5.24		111.71		111.71
		38,917.48	3/1/2006	3/13/2006		13		4.6250	%		3.750	%		8.3750	%		117.71				5.27
376.25		39,293.73	3/14/2006	3/20/2006		7		4.6250	%		3.750	%		8.3750	%		63.98				2.87
2,081.29		41,375.01	3/21/2006	3/26/2006		6		4.6250	%		3.750	%		8.3750	%		57.74				2.59
24,554.48		65,929.49	3/27/2006	3/31/2006		5		4.6250	%		3.750	%		8.3750	%		76.68		316.11		3.43		14.16		301.95		413.67

Banana Bay — Marathon
Profit & Loss
Year to Date

	2/15/2006								3/31/2006							Purchase price adjustment
	Corporate YTD			Hotel YTD		Total			Corporate YTD			Hotel YTD		Total		Corporate YTD			Hotel YTD			Total
Rooms Revenue	$	—		$	178,717	$	178,717		$	—		$	547,994	$	547,994	$	—		$	369,277		$	369,277
F&B Revenue		—			—		—			—			—		—		—			—			—
Other Revenue		—			6,814		6,814			—			13,970		13,970		—			7,156			7,156
TOTAL REVENUE		—			185,531		185,531			—			561,964		561,964		—			376,433			376,433
Room Expense		—			35,184		35,184			—			92,062		92,062		—			56,878			56,878
F&B Expense		—			—		—			—			—		—		—			—			—
All Other Expenses		—			2,003		2,003			—			6,474		6,474		—			4,471			4,471
TOTAL DEPT EXPENSE		—			37,187		37,187			—			98,536		98,536		—			61,349			61,349
Rooms Profit					143,533		143,533						455,932		455,932		—			312,399			312,399
F&B Profit					—		—						—		—		—			—			—
All Other Profit					4,811		4,811						7,496		7,496		—			2,685			2,685
TOTAL DEPT PROFIT		—			148,344		148,344			—			463,428		463,428		—			315,084			315,084
Administrative and general		—			25,306		25,306			—			72,739		72,739		—			47,433			47,433
Marketing		—			1,010		1,010			—			2,784		2,784		—			1,774			1,774
Utilities		—			20,020		20,020			—			39,801		39,801		—			19,781			19,781
Repairs & Maintenance		—			18,907		18,907			6,600			36,630		43,230		6,600			17,723			24,323
Franchise Fees		—			—		—			—			—		—		—			—			—
Management Fees		—			9,276		9,276			—			28,095		28,095		—			18,819			18,819
TOTAL UNDISTRIBUTED		—			74,519		74,519			6,600			180,049		186,649		6,600			105,530			112,130
HOUSE PROFIT		—			73,825		73,825			(6,600	)		283,379		276,779		(6,600	)		209,554			202,954
Property Insurance		8,384			2,425		10,809			33,537			4,738		38,275		25,153			2,313			27,466
Property Taxes		5,822			—		5,822			13,721			—		13,721		7,899			—			7,899
Rent		—			—		—			—			—		—		—			—			—
Other Fixed Expenses		43,313			9,735		53,048			49,773			—		49,773		6,460			(9,735	)		(3,275	)
OPERATING INCOME (LOSS)		(57,519	)		61,665		4,146			(103,631	)		278,641		175,010		(46,112	)		216,976			170,864
Mortgage Interest		25,025			—		25,025			105,679			—		105,679		80,654			—			80,654
Amortization of deferred financing costs		3,343			—		3,343			15,200			—		15,200		11,857			—			11,857
Depreciation expense		2,255			—		2,255			24,597			—		24,597		22,342			—			22,342
NET INCOME (LOSS)		(88,142	)		61,665		(26,477	)		(249,107	)		278,641		29,534		(160,965	)		216,976			56,011
Adjustments to Net Income (Loss)
Depreciation expense		2,255			—		2,255			24,597			—		24,597		22,342			—			22,342
Amortization of deferred financing costs		3,343			—		3,343			15,200			—		15,200		11,857			—			11,857
Other adjustments		41,496			—		41,496			41,496			—		41,496		—			—			—
ADJUSTED INCOME		(41,048	)		61,665		20,617			(167,814	)		278,641		110,827		(126,766	)		216,976			90,210

Purchase Price	Marathon
Marathon profit adjustment		(45,105.14	)
Pre-Feb 15 th capital — Marathon		1,567,803.05
Post Feb 15 th capital — Marathon		90,454.80
Interest through 3/31/2006 — Marathon		413.67
Marathon inventory adjustment		—
Total Purchase Price Adj.	$	1,613,566.39

Exhibit C

Payment Agent Letter

[Payment Agent Name]
[Payment Agent Address]

May ___, 2006

     Re:     Payment of Merger Consideration

Ladies and Gentlemen:

     Reference is made to that certain Agreement and Plan of Merger, dated May ___, 2006, among [Parent], [REIT Merger Sub], [OP Merger Sub], [Company] and [Operating Partnership] (the “Merger Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

     Pursuant to the Merger Agreement, the undersigned, JABO LLC, a Delaware limited liability company (“Unitholder”) is entitled to receive certain Common Share Merger Consideration of no less than $                                         1 (the “Merger Consideration”). [Unitholder] hereby authorizes and directs [ Payment Agent] to pay the Merger Consideration, or such portion thereof as is set forth on Schedule 1 attached hereto, to Boykin Lodging Company, an Ohio corporation (the “Company”), or the Company’s designee identified on Schedule 1, pursuant to the wire transfer instructions set forth on Schedule 1.

Sincerely,


[Unitholder]
 

¹ The Company shall be entitled to insert the appropriate amount of Merger Consideration and complete Schedule 1 prior to delivery to the Payment Agent.

Page 2 

Schedule 1

Wire Transfer Instructions

Payee:                                                                 
Payee EIN:                                                         
Payment Amount:$                                            

Wire Transfer Instructions:

Page 2

EX-10.5 8 l20354aexv10w5.htm EX-10.5 AGRMT AND GUARANTEE BY WESTBRIDGE HOSPITALITY

Exhibit 10.5
EXECUTION COPY

AGREEMENT AND GUARANTY

     This AGREEMENT AND GUARANTY (this “Agreement”) dated as of May 19, 2006 is made by WESTBRIDGE HOSPITALITY MANAGEMENT LIMITED, a Bermuda exempted company, for and on behalf and in its capacity as general partner of Westbridge Hospitality Fund, L.P. (the “Fund”), an exempted limited partnership formed under the laws of Bermuda, in favor of Boykin Lodging Company (the “Company”), an Ohio corporation.

RECITALS

     WHEREAS, Cadfund L.P., a Bermuda exempted limited partnership (“CDP”), as limited partner, Westbridge Hospitality Investors Limited, a Bermuda exempted company (“Westmont”), as limited partner, Westbridge Hospitality Management Limited, a Bermuda exempted company (the “General Partner”), as general partner, and the other parties thereto, entered into that certain Amended and Restated Agreement of Exempted Limited Partnership (the “Partnership Agreement”) of the Fund, dated as of February 2, 2006;

     WHEREAS, pursuant to Section 5.4 of the Partnership Agreement, the General Partner is specifically authorized to make or hold some or all of the Fund’s investments in whole or in part through special purpose entities (including partnerships, corporations, real estate investment trusts, or other types of entities) and in accordance therewith has established the Investment Vehicle (as defined below) to effect the consummation of the transactions contemplated by the Merger Agreement (as defined below);

     WHEREAS, Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, being certain affiliates of the Fund (collectively, the “Investment Vehicle”), have entered into that certain Agreement and Plan of Merger, dated May 19, 2006, with the Company and certain affiliates of the Company (the “Merger Agreement”), pursuant to which Braveheart II Realty (Ohio) Corp. will merge with and into the Company and Braveheart II Properties Company LLC will merge with and into Boykin Hotel Properties L.P. (collectively, the “Transaction”);

     WHEREAS, the Fund has agreed to provide in favor of the Company the guaranty contemplated by this Agreement and to call and reserve capital in an amount sufficient to enable the Fund to satisfy its obligations under this Agreement.

     NOW, THEREFORE, in consideration of the premises, the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

     1. Subject to Section 10 hereto, the Fund hereby unconditionally (except as expressly set forth herein), absolutely and irrevocably guaranties to the Company, as primary obligor and not as a surety, the prompt payment in full when due of any and all monetary obligations owed to the Company by the Investment Vehicle arising out of the Merger Agreement (the “Subject Obligation”); provided, that in no event shall the Subject Obligation or the maximum amount owing or payable by the Fund under this Agreement exceed $135,000,000 in the aggregate. The

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EXECUTION COPY

Fund agrees that if the Investment Vehicle shall fail to pay in full when due any Subject Obligation, the Fund will promptly pay the same in cash, without any demand or notice whatsoever.

     2. The Company may, in its sole and absolute discretion, without notice or further assent of the Fund and without in any way releasing, altering, impairing, discharging or invalidating the obligations and liabilities of the Fund hereunder:

(a)	waive compliance with, performance or payment of, or default under the Merger Agreement or any Subject Obligation deriving therefrom, or take or fail to take any action of any kind whether pursuant to the Merger Agreement, at law or otherwise, or exercise or refrain from exercising any right or take or refrain from taking any action, against the Investment Vehicle or others;
(b)	modify or supplement any provision of the Merger Agreement or any Subject Obligation deriving therefrom, including any modification or supplement that has the effect of changing, renewing, extending, continuing, accelerating, surrendering, compromising, waiving or releasing, in whole or in part, any Subject Obligation or any provision of, or right under, the Merger Agreement, but in all cases subject to the terms thereof applicable to such amendments;
(c)	effect any release, compromise, subordination or settlement of any Subject Obligation;
(d)	accept, release or discharge the Investment Vehicle, a permitted successor or assign of the Investment Vehicle or any other person or entity; and
(e)	from time to time, apply any sums at any time received from the Investment Vehicle or any other person or entity in such manner, in such amounts and in satisfaction of such part of the Subject Obligation as it considers best.

     3. The guaranty obligations of the Fund set forth in Section 1 hereto (a) shall constitute a guaranty of payment and not just collection, (b) shall be absolute, continuing, irrevocable and unconditional; provided that the obligation of the Fund to make payment hereunder shall be conditioned on and subject to the default of the Investment Vehicle with respect to the Subject Obligation, (c) shall not be conditioned upon the pursuit by the Company of all available rights or remedy which it may have against the Investment Vehicle, any other person or any collateral or other guaranties or indemnities held by the Company, or the joining of any party in any proceeding to enforce the Merger Agreement or any Subject Obligation, and (d) shall not be diminished or relieved in any way because of any insolvency, bankruptcy, receivership, assignment for the benefit of creditors, or similar proceeding by or against the Investment Vehicle, or any reorganization, restructuring, dissolution, sale of all or substantially all assets, or similar event with respect to the Investment Vehicle.

     4. The Fund expressly waives (a) diligence, notice, demand for payment, presentment and protest with respect to any Subject Obligation, (b) notice that any Subject Obligation is due or notice of default, dishonor or non-payment with respect to any Subject Obligation (unless prior thereto, the Fund has notified the Company in writing that the Fund requires copies of

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EXECUTION COPY

notices of non-payment), (c) any right to a jury trial in any action brought at any time or from time to time with respect to this Agreement, (d) any renewal or extension of time for performance of the Merger Agreement or Subject Obligation, any discharge of the Investment Vehicle, any change in the terms of, or any other change in, the Merger Agreement or Subject Obligation, (e) any defense or equitable discharge based upon any act or omission of the Company (except those in bad faith) that materially increases the scope of the Fund’s risk and (f) any defense based on the suretyship defenses of extension of time and modification of the underlying obligation (but no other defenses).

     5. The Fund warrants that it has adequate means of obtaining information with respect to, and assumes all responsibility for being and keeping itself informed of, the Investment Vehicle’s financial condition and assets, the Investment Vehicle’s performance of the Merger Agreement and the Subject Obligation, all other circumstances bearing upon the risk of non-payment or non-performance of the Merger Agreement and Subject Obligation, and the nature, scope and extent of the risks hereby assumed. The Fund further agrees that the Company shall not have any obligation to advise the Fund of information known to the Company regarding any such circumstances or risks.

     6. The Fund hereby agrees that until the indefeasible payment and satisfaction in full in cash of all of the Subject Obligation, it shall waive any claim and shall not exercise any right or remedies, direct or indirect, arising by reason of any performance by it of its guarantee in paragraph 1, whether by subrogation or otherwise, against the Investment Vehicle of any of the Subject Obligation. Any indebtedness of the Investment Vehicle to the Fund shall be subordinated to the Investment Vehicle’s obligation to pay pursuant to the Merger Agreement.

     7. The Fund hereby represents and warrants to the Company that, as of the date hereof:

(a)	the Fund is duly organized and validly existing under the laws of Bermuda, and has all requisite corporate power and authority to enter into this Agreement;
(b)	the execution, delivery and performance of this Agreement has been duly authorized by all necessary limited partnership action on the part of the Fund and this Agreement constitutes a legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms;
(c)	the execution and delivery of this Agreement and performance by the Fund of its obligations hereunder do not contravene any provisions of the Fund’s certificate of formation or any law, regulation, rule, decree, order, judgment or contractual restriction binding on or affecting it or its undertakings, property and assets;
(d)	no consent, approval, order or authorization or the giving of notice to or the registration with, or the taking of any other action in respect of any governmental authority or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement;
(e)	pursuant to the Partnership Agreement, the limited partners of the Fund have agreed to make capital commitments (“Capital Commitments”) in the aggregate amount of $350,000,000, of which amount $172,056,044 has been received by the

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Fund in connection with capital calls made prior to the date hereof and an additional amount of approximately $18,184,726 of which has been budgeted to be called by the general partner of the Fund in connection with other transactions (the “Proposed Draw”). The capital contributions made to date were used to acquire interests in entities owning various European-based hotel assets (the “Closed Investment”) at a total cost (including transaction fees) of approximately €367,415,000, which interests constitute substantially all of the assets of the Fund. The Fund indirectly owns such entities through an intermediate holding company (the “Holding Company”) formed in connection with such acquisition. The Fund’s direct interest in the Holding Company has not been pledged to any person or entity, although interests in entities owned directly and indirectly by the Holding Company and such real estate assets have been pledged in connection with the acquisition financing relating to such transaction. As of the date hereof, the aggregate amount of the funded indebtedness of the Holding Company and its subsidiaries does not exceed €235,000,000. The Fund has Capital Commitments that remain undrawn and not budgeted in connection with the Proposed Draw in the aggregate amount of approximately $156,759,230 and has budgeted up to approximately $135,000,000 of the aggregate Capital Commitments for the Transaction;

(f)	under the Partnership Agreement, the general partner of the Fund is authorized to make, and the limited partners are obligated to fund, a capital call to the limited partners in accordance with their relative Capital Commitments in order to satisfy the Fund’s obligations under this Agreement;
(g)	upon a duly made capital call, each limited partner of the Fund shall be irrevocably and unconditionally obligated to the Fund to contribute capital to the Fund in the amount of such call up to its stated capital commitment without any setoff against, defense to or reduction of such obligation based on any claim that such limited partner has against any person or entity;
(h)	the Fund has not made any distributions to its partners; and
(i)	no material adverse change has occurred with respect to the financial condition of the assets acquired in connection with the formation of the Holding Company and the related transactions since the date of acquisition thereof and no new additional debt has been incurred in connection with such assets since the date of acquisition thereof.

     8. The Fund hereby covenants with the Company that (i) in connection with the financial obligations of the Investment Vehicle under the Merger Agreement, including the obligation to pay the merger consideration payable thereunder, and its obligations under this Agreement, including its obligations after an event of default under the Merger Agreement or this Agreement, the General Partner shall timely make a capital call to the limited partners of the Fund, in accordance with the Partnership Agreement, for equity funding sufficient to satisfy such obligations in an amount not to exceed $135,000,000, which the General Partner shall request

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that the limited partners satisfy by making their investments through the Investment Vehicle, and (ii) so long as the Merger Agreement is in full force and effect and has not been terminated or the Transaction consummated, the General Partner agrees not to commit the Fund to make any investment or undertake any other activity (including creating or suffering to exist any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever, right of first refusal or offer and option on the Closed Investment or its right to make a call with respect to the Capital Commitments or on the proceeds to be derived from a call) to the extent the making of such investment or the undertaking of such activity would cause (x) the Fund to be unable to perform its obligations arising under this Agreement or (y) result in the net worth of the Fund (based on the book value of all assets of the Fund, less the Fund’s liabilities) at any time being less than $75,000,000 (the “Net Worth Test”).

     9. The Fund hereby covenants with the Company that the general partner will not make any distributions to the partners of the Fund prior to termination of the Merger Agreement or consummation of the Transaction to the extent the making of such distributions would (i) cause the Fund to be unable to perform its obligations arising under this Agreement or (ii) result in the Net Worth Test not being satisfied.

     10. Notwithstanding anything to the contrary contained herein, at any time Braveheart II Realty (Ohio) Corp. or Braveheart Investors LP (“Braveheart”) holds, for its benefit, an irrevocable unconditional standby letter of credit (an “LC”) in an amount available for drawing of not less than $50,000,000 (less any drawings deposited into Escrow (as defined below) or paid in connection with the satisfaction of any Subject Obligation) issued by (A) a financial institution whose senior long-term unsecured obligations are rated at least A and A2 by S&P and Moody’s, respectively, (B) by Citibank, N.A., or (C) by RBC Financial Group (or one of its affiliates with the same or greater credit rating) then neither of (x) the Net Worth Test set forth in Sections 8(ii)(y) or 9(ii) above, nor (y) the guaranty obligations of the Fund set forth in Section 1 hereto shall be applicable to the Fund or of any force or effect for so long as such LC shall be Maintained. For the purposes of this Section 10, the term “Maintained” shall mean that (i) such LC is issued in favor of Braveheart, as beneficiary; (ii) the LC is drawable (A) at any time by Braveheart into Escrow in an amount not less than $50,000,000 (less any drawings deposited into Escrow (as defined below) or paid in connection with the satisfaction of any Subject Obligation), (B) by the Company into Escrow, in favor of Braveheart, at any time after a judgment has been rendered by a court of competent jurisdiction against Braveheart in favor of the Company in respect of a default by Braveheart under the Merger Agreement or by the Fund under this Agreement, or (C) by the Company into Escrow at any time during which the LC shall have fewer than thirty (30) days remaining until its stated date of expiration or at any time the Company shall have provided written notice to Braveheart not consenting to the revocation, withdrawal or termination of the LC within the ten (10) day time period specified in the last proviso of this Section 10; (iii) the LC meets all of the requirements set forth above; (iv) such LC is not subject to any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever, right of first refusal or offer or option in favor of any other party (other than the Company or its affiliates); (v) Braveheart is not then subject to any bankruptcy, insolvency, dissolution, liquidation, reorganization, receivership or other debtor relief proceeding; and (vi) if the LC has been drawn, the proceeds therefrom have been paid to either (or a combination of) the Company or the Escrow; provided however, that each of the foregoing clauses (i) through (vi) shall be deemed to be satisfied if the failure of any such clause to be satisfied results from an act

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of the Company or any of its affiliates. For the avoidance of doubt, the LC shall provide that the presentment of the ‘draw certificate’ to the LC issuer may be made by either of the parties hereto on the terms provided herein; provided that the ‘sight draft’ shall indicate that any drawing shall be made solely to the Escrow Agent (as defined below). In addition, Braveheart agrees that it (nor its affiliates) shall not cause the LC to be revoked, withdrawn or terminated, until ten (10) days after providing written notice to the Company requesting the Company’s consent; provided that the Company shall provide written notice not to consent to any revocation, withdrawal or termination of the LC requested by the Fund or Braveheart within ten (10) days of receipt of evidence (which is reasonably satisfactory) to the Company that the Fund is then in compliance with the Net Worth Test.

     11. Any LC obtained pursuant to this Agreement shall be issued in favor of Braveheart but shall be drawable only as set forth in Sections 10(ii)(A)-(C). For the purposes of this Agreement, the term “Escrow” shall mean an escrow account to be established with an escrow agent (“Escrow Agent”) reasonably satisfactory to the parties hereto which shall be established contemporaneously with the issuance of any LC (it being agreed that Citibank, Wells Fargo or any title company shall be acceptable). The agreement governing the Escrow shall contain such other terms as shall be reasonably acceptable to the parties hereto and shall provide that that funds held therein shall only be released (i) to Braveheart upon the termination of this Agreement in accordance with its terms; (ii) pursuant to a judicial order directing payment to such party as shall be provided therein; (iii) by mutual agreement of the parties hereto; or (iv) to the Company, at the request of Braveheart, to satisfy any Subject Obligation.

     12. If any claim is ever made upon the Company for repayment or recovery of any amount received by it in payment or on account of any Subject Obligation and the Company repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over the Company or any of their property, or (b) any settlement or compromise of any such claim effected by the Company with any such claimant (including any other guarantor), then in such event the Fund agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Fund and the Fund shall be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Company, notwithstanding any termination of this Agreement, the Merger Agreement or any Subject Obligation.

     13. In the event that pursuant to: (i) any bankruptcy, insolvency, dissolution, liquidation, reorganization, receivership or other debtor relief law, any judgment, order or decision thereunder; or (ii) any other judgment, order, decision, settlement or compromise, the Company must rescind or restore any payment, or any part thereof, received in satisfaction of any Subject Obligation, any prior release or discharge from the terms of this Agreement in respect thereof relating to such payment shall be without effect to the same extent as if such amount had never been received by the Company, notwithstanding any termination of this Agreement, the Merger Agreement or any Subject Obligation.

     14. This Agreement is a continuing agreement and shall not terminate or be discharged until the earliest of the performance and indefeasible payment and performance of all of the Subject Obligation, the termination of the Merger Agreement in accordance with its terms or the closing of the Transaction. If demand for, or acceleration of the time for, payment by the

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Investment Vehicle to the Company of any Subject Obligation is stayed upon the bankruptcy, insolvency, reorganization, receivership or proposed compromise or arrangement with creditors of the Investment Vehicle, all of the Subject Obligation of which payment or performance is stayed that would otherwise be subject to the demand for payment or acceleration shall nonetheless be payable by the Fund immediately upon demand by the Company.

     15. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes all prior agreements, contracts and discussions, whether written or oral, with respect thereto. No course of dealing, course of performance or trade usage, and no parol evidence of any nature whatsoever, shall be used to supplement or modify the terms of this Agreement. The execution and delivery of this Agreement has not been induced by any representations, warranties, conditions, other guaranties or acknowledgements not expressly made. There are no conditions to the full effectiveness of this Agreement, and, other than the default by the Investment Vehicle with respect to any Subject Obligation, there are no conditions to the right to make demand under this Agreement.

     16. This Agreement cannot be modified, revoked or terminated except by an instrument in writing signed by the parties hereto.

     17. The validity, construction and enforcement of this Agreement shall be governed by the laws of the State of New York, United States of America, without reference to its conflicts of law rules. Each of the Fund and the Company hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of same or any judgment, (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (iii) agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above, (v) waives, to the fullest extent permitted by law, the defense of forum non conveniens to the maintenance of such action or proceeding in any such court and (vi) agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon the process agent of the undersigned appointed below. Each of the Fund and the Company hereby irrevocably appoints the person set forth on the line marked “Process Agent” on the signature page hereto as its process agent and as its true and lawful attorney-in-fact in the name, place and stead of it to accept such service of any and all such writs, process and summonses.

     18. If any provision of this Agreement or its application in any circumstance is invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected.

     19. Any notice, demand, statement or request (each a “Notice”) to be given under this Agreement shall be in writing and addressed to the Company or to the Fund, as the case may be, at such address as such party has set forth in the Merger Agreement (notices to the Fund shall be

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addressed to the designees of the “Parent” party to the Merger Agreement). Any such Notice or other communication given as aforesaid shall be deemed to have been given (a) when personally delivered by courier, overnight delivery, or otherwise, or (b) on the Business Day following the day upon which such Notice or other communication is sent by facsimile transmission, provided that there has been confirmation of transmission. If such Notice is given on a day that is not a Business Day or after 5:00 p.m. on a Business Day, it shall be deemed given and received on the Business Day next following the date of receipt. For purposes hereof, a “Business Day” shall be any day upon which commercial banks are open for business in The City of New York.

     20. This Agreement shall be binding upon, and be enforceable by, the Fund, the Company and their respective permitted successors, transferees and assigns. The assignment by the Fund or the Company of the obligations hereunder shall be null and void and without effect without the prior written consent of the other party, which consent may be withheld for any reason or for no reason.

     21. This Agreement may be executed in counterparts, each of which when executed and delivered shall have the force and effect of an original and all of which together shall constitute one and the same instrument.

[The remainder of this page intentionally left blank.]

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

FUND:
WESTBRIDGE HOSPITALITY FUND, L.P.
By its General Partner,
Westbridge Hospitality Management Limited
By:	/s/ Majid Mangalji
Name: Majid Mangalji
Title: Director and President
COMPANY:
BOYKIN LODGING COMPANY
By:	/s/ Richard C. Conti
Name: Richard C. Conti
Title: President and Chief Operating Officer

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Name and Address of Fund and Braveheart Process Agent in State of New York

Davies Ward Phillips & Vineberg LLP
626 Madison Avenue
New York, New York 10022
Attention: Gawain S.E. Smart, Esq.

Name and Address of Company Process Agent in State of New York

C T Corporation System
111 Eighth Avenue
New York, New York 10011

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EX-99.1 9 l20354aexv99w1.htm EX-99.1 PRESS RELEASE

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Tara Szerpicki
		Investor Relations
		Boykin Lodging Company
		(216) 430-1333
		InvestorRelations@boykinlodging.com

Boykin Lodging Company to be Acquired

Cleveland, Ohio, May 22, 2006—Boykin Lodging Company (NYSE: BOY) (the “Company”), a hotel real estate investment trust, today announced that it has entered into a definitive merger agreement to be acquired by Braveheart Holdings LP (“Braveheart”), an affiliate of Westmont Hospitality Group (“Westmont”) and Cadim Inc., a division of Caisse de dépôt et placement du Québec, in a cash transaction valued at approximately $416 million, including debt.

In the transactions contemplated by the merger agreement, each common share of the Company will be converted into the right to receive $11.00 per share in cash. A portion of the $11.00 per share will be paid in the form of a dividend prior to closing. Each limited partner in Boykin Hotel Properties, L.P., the operating partnership of the Company, will also be entitled to receive, subject to compliance with certain procedures, $11.00 per unit in cash less the amount of pre-closing dividends. Outstanding depositary shares, each representing a 1/10 fractional interest in a share of the Company’s 10-1/2% Class A Cumulative Preferred Shares, Series 2002-A, will be converted into the right to receive a cash payment of $25.00 per share plus accrued dividends through the closing date.

Immediately prior to the closing of the transactions contemplated by the merger agreement, the Company’s interests in the Pink Shell Beach Resort and Spa and the Banana Bay Resort & Marina — Marathon will be sold to entities controlled by Robert W. Boykin, Chairman and Chief Executive Officer of the Company, for a purchase price of approximately $14.6 million, to be adjusted based upon the cash flows of such interests from April 1, 2006 through the actual closing date. These transactions are contingent upon the closing of the transactions contemplated by the merger agreement. These transactions have been unanimously approved by the Board of Directors of the Company (with Mr. Boykin abstaining), and by a special committee of independent directors (the “Special Committee”).

The Company’s Board of Directors has unanimously approved the merger agreement (with Mr. Boykin abstaining) and has recommended the approval of the transaction by the Company’s common shareholders. Completion of the transaction, which is expected to occur during the third quarter of 2006, is contingent on customary closing conditions and the approval of the Company’s common shareholders. The transaction is not contingent on receipt of financing by Braveheart.

As previously announced, the Company has entered into an agreement to sell its Radisson Suite Beach Resort — Marco Island to an unrelated third party for a

purchase price of $58.0 million. Upon execution of that agreement, the proposed purchaser made a deposit of $3.0 million. The proposed purchaser is obligated to make a second deposit of $3.0 million on May 25, 2006. Braveheart has the right to terminate the merger agreement with the Company if the proposed purchaser does not make the second deposit; however, the merger agreement will not terminate if the Company is able to enter into an alternate agreement or arrangement, no later than July 7, 2006, to effect the disposition of the property, and the Company and Braveheart agree, after negotiating in good faith, on changes to the merger agreement based on such agreement or arrangement.

“We are pleased to announce this transaction, which we believe will enable shareholders to receive the benefit of our efforts to increase shareholder value,” said Robert W. Boykin, Chairman and Chief Executive Officer of the Company.

As a result of the aforementioned announcements, the Company’s Board of Directors has elected to adjourn until further notice the previously scheduled June 1, 2006 Annual Meeting of Shareholders.

UBS Investment Bank acted as financial advisor to the Board of Directors of the Company and Houlihan Lokey advised the Special Committee and the Board of Directors. RBC Capital Markets acted as financial advisor to Westmont.

About Boykin Lodging Company:

Boykin Lodging Company is a real estate investment trust that focuses on the ownership of full-service, upscale commercial and resort hotels. The Company currently owns interests in 21 hotels containing a total of 5,871 rooms located in 13 states, and operating under such internationally known brands as Doubletree, Marriott, Hilton, Radisson, Embassy Suites, and Courtyard by Marriott among others. For more information about Boykin Lodging Company, visit the Company’s website at http://www.boykinlodging.com.

About Westmont:

Westmont was founded approximately 30 years ago. Westmont has grown to be one of the largest privately-held owner/operator of hotel assets in the world. Westmont owns an interest in and operates, or oversees the operations of, over 350 hotels containing more than 45,000 guestrooms through North America, Europe and Asia.

About Cadim, Inc.:

Cadim, Inc., a Montreal-based real estate advisor and portfolio manager, is a division of the Caisse de dépôt et placement du Québec and a member of the Real Estate group of the Caisse. The Caisse is one of the world’s 10 largest real estate managers among pension fund managers and manages funds primarily for public and private pension and insurance plans. As at December 31, 2005, it held CA$122.2 billion of net assets. The Caisse invests in the main financial markets as well as in private equity and real estate. For more information: http://www.lacaisse.com

Forward Looking Statements:

This news release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 regarding the Company, including those statements regarding the expected effects, timing and completion of the proposed transaction, among others. Except for historical information, the matters discussed in this release are forward-looking statements that involve risks and uncertainties that may cause results to differ materially from those set forth in

those statements. For example, among other things, (1) the Company may be unable to obtain shareholder approval required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs or unexpected liabilities; (4) the proposed purchaser may fail to pay its second deposit with respect to its purchase of the Radisson Suite Beach Resort — Marco Island and Braveheart could terminate the merger agreement as a result thereof; (5) the businesses of the Company may suffer as a result of uncertainty surrounding the transaction; and (6) the Company may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of the Company are set forth in its filings with the Securities and Exchange Commission (“SEC”), which are available at http://www.boykinlodging.com. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It:

In connection with the proposed transaction, a proxy statement of Boykin Lodging Company and other materials will be filed with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BOYKIN LODGING COMPANY AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the proxy statement (when available) as well as other filed documents containing information about Boykin Lodging Company at http://www.sec.gov, the SEC’s free website. Free copies of Boykin Lodging Company’s SEC filings are also available on Boykin Lodging Company’s website, http://www.boykinlodging.com.

Participants in the Solicitation:

Boykin Lodging Company and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Boykin Lodging Company’s shareholders with respect to the proposed transaction. INFORMATION REGARDING BOYKIN LODGING COMPANY’S EXECUTIVE OFFICERS AND DIRECTORS IS SET FORTH IN THE COMPANY’S PROXY STATEMENT FILED ON APRIL 25, 2006. More detailed information regarding the identity of potential participants, and their direct or indirect interest, by securities, holdings or otherwise, will be set forth in the proxy statement and other material to be filed with the SEC in connection with the proposed transaction.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.5

Exhibit 10.5
EXECUTION COPY

AGREEMENT AND GUARANTY

     This AGREEMENT AND GUARANTY (this “Agreement”) dated as of May 19, 2006 is made by WESTBRIDGE HOSPITALITY MANAGEMENT LIMITED, a Bermuda exempted company, for and on behalf and in its capacity as general partner of Westbridge Hospitality Fund, L.P. (the “Fund”), an exempted limited partnership formed under the laws of Bermuda, in favor of Boykin Lodging Company (the “Company”), an Ohio corporation.

RECITALS

     WHEREAS, Cadfund L.P., a Bermuda exempted limited partnership (“CDP”), as limited partner, Westbridge Hospitality Investors Limited, a Bermuda exempted company (“Westmont”), as limited partner, Westbridge Hospitality Management Limited, a Bermuda exempted company (the “General Partner”), as general partner, and the other parties thereto, entered into that certain Amended and Restated Agreement of Exempted Limited Partnership (the “Partnership Agreement”) of the Fund, dated as of February 2, 2006;

     WHEREAS, pursuant to Section 5.4 of the Partnership Agreement, the General Partner is specifically authorized to make or hold some or all of the Fund’s investments in whole or in part through special purpose entities (including partnerships, corporations, real estate investment trusts, or other types of entities) and in accordance therewith has established the Investment Vehicle (as defined below) to effect the consummation of the transactions contemplated by the Merger Agreement (as defined below);

     WHEREAS, Braveheart Investors LP, Braveheart II Realty (Ohio) Corp., Braveheart II Properties Holding LLC, Braveheart II Properties Company LLC, being certain affiliates of the Fund (collectively, the “Investment Vehicle”), have entered into that certain Agreement and Plan of Merger, dated May 19, 2006, with the Company and certain affiliates of the Company (the “Merger Agreement”), pursuant to which Braveheart II Realty (Ohio) Corp. will merge with and into the Company and Braveheart II Properties Company LLC will merge with and into Boykin Hotel Properties L.P. (collectively, the “Transaction”);

     WHEREAS, the Fund has agreed to provide in favor of the Company the guaranty contemplated by this Agreement and to call and reserve capital in an amount sufficient to enable the Fund to satisfy its obligations under this Agreement.

     NOW, THEREFORE, in consideration of the premises, the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

     1. Subject to Section 10 hereto, the Fund hereby unconditionally (except as expressly set forth herein), absolutely and irrevocably guaranties to the Company, as primary obligor and not as a surety, the prompt payment in full when due of any and all monetary obligations owed to the Company by the Investment Vehicle arising out of the Merger Agreement (the “Subject Obligation”); provided, that in no event shall the Subject Obligation or the maximum amount owing or payable by the Fund under this Agreement exceed $135,000,000 in the aggregate. The

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Fund agrees that if the Investment Vehicle shall fail to pay in full when due any Subject Obligation, the Fund will promptly pay the same in cash, without any demand or notice whatsoever.

     2. The Company may, in its sole and absolute discretion, without notice or further assent of the Fund and without in any way releasing, altering, impairing, discharging or invalidating the obligations and liabilities of the Fund hereunder:

(a)	waive compliance with, performance or payment of, or default under the Merger Agreement or any Subject Obligation deriving therefrom, or take or fail to take any action of any kind whether pursuant to the Merger Agreement, at law or otherwise, or exercise or refrain from exercising any right or take or refrain from taking any action, against the Investment Vehicle or others;
(b)	modify or supplement any provision of the Merger Agreement or any Subject Obligation deriving therefrom, including any modification or supplement that has the effect of changing, renewing, extending, continuing, accelerating, surrendering, compromising, waiving or releasing, in whole or in part, any Subject Obligation or any provision of, or right under, the Merger Agreement, but in all cases subject to the terms thereof applicable to such amendments;
(c)	effect any release, compromise, subordination or settlement of any Subject Obligation;
(d)	accept, release or discharge the Investment Vehicle, a permitted successor or assign of the Investment Vehicle or any other person or entity; and
(e)	from time to time, apply any sums at any time received from the Investment Vehicle or any other person or entity in such manner, in such amounts and in satisfaction of such part of the Subject Obligation as it considers best.

     3. The guaranty obligations of the Fund set forth in Section 1 hereto (a) shall constitute a guaranty of payment and not just collection, (b) shall be absolute, continuing, irrevocable and unconditional; provided that the obligation of the Fund to make payment hereunder shall be conditioned on and subject to the default of the Investment Vehicle with respect to the Subject Obligation, (c) shall not be conditioned upon the pursuit by the Company of all available rights or remedy which it may have against the Investment Vehicle, any other person or any collateral or other guaranties or indemnities held by the Company, or the joining of any party in any proceeding to enforce the Merger Agreement or any Subject Obligation, and (d) shall not be diminished or relieved in any way because of any insolvency, bankruptcy, receivership, assignment for the benefit of creditors, or similar proceeding by or against the Investment Vehicle, or any reorganization, restructuring, dissolution, sale of all or substantially all assets, or similar event with respect to the Investment Vehicle.

     4. The Fund expressly waives (a) diligence, notice, demand for payment, presentment and protest with respect to any Subject Obligation, (b) notice that any Subject Obligation is due or notice of default, dishonor or non-payment with respect to any Subject Obligation (unless prior thereto, the Fund has notified the Company in writing that the Fund requires copies of

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notices of non-payment), (c) any right to a jury trial in any action brought at any time or from time to time with respect to this Agreement, (d) any renewal or extension of time for performance of the Merger Agreement or Subject Obligation, any discharge of the Investment Vehicle, any change in the terms of, or any other change in, the Merger Agreement or Subject Obligation, (e) any defense or equitable discharge based upon any act or omission of the Company (except those in bad faith) that materially increases the scope of the Fund’s risk and (f) any defense based on the suretyship defenses of extension of time and modification of the underlying obligation (but no other defenses).

     5. The Fund warrants that it has adequate means of obtaining information with respect to, and assumes all responsibility for being and keeping itself informed of, the Investment Vehicle’s financial condition and assets, the Investment Vehicle’s performance of the Merger Agreement and the Subject Obligation, all other circumstances bearing upon the risk of non-payment or non-performance of the Merger Agreement and Subject Obligation, and the nature, scope and extent of the risks hereby assumed. The Fund further agrees that the Company shall not have any obligation to advise the Fund of information known to the Company regarding any such circumstances or risks.

     6. The Fund hereby agrees that until the indefeasible payment and satisfaction in full in cash of all of the Subject Obligation, it shall waive any claim and shall not exercise any right or remedies, direct or indirect, arising by reason of any performance by it of its guarantee in paragraph 1, whether by subrogation or otherwise, against the Investment Vehicle of any of the Subject Obligation. Any indebtedness of the Investment Vehicle to the Fund shall be subordinated to the Investment Vehicle’s obligation to pay pursuant to the Merger Agreement.

     7. The Fund hereby represents and warrants to the Company that, as of the date hereof:

(a)	the Fund is duly organized and validly existing under the laws of Bermuda, and has all requisite corporate power and authority to enter into this Agreement;
(b)	the execution, delivery and performance of this Agreement has been duly authorized by all necessary limited partnership action on the part of the Fund and this Agreement constitutes a legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms;
(c)	the execution and delivery of this Agreement and performance by the Fund of its obligations hereunder do not contravene any provisions of the Fund’s certificate of formation or any law, regulation, rule, decree, order, judgment or contractual restriction binding on or affecting it or its undertakings, property and assets;
(d)	no consent, approval, order or authorization or the giving of notice to or the registration with, or the taking of any other action in respect of any governmental authority or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement;
(e)	pursuant to the Partnership Agreement, the limited partners of the Fund have agreed to make capital commitments (“Capital Commitments”) in the aggregate amount of $350,000,000, of which amount $172,056,044 has been received by the

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Fund in connection with capital calls made prior to the date hereof and an additional amount of approximately $18,184,726 of which has been budgeted to be called by the general partner of the Fund in connection with other transactions (the “Proposed Draw”). The capital contributions made to date were used to acquire interests in entities owning various European-based hotel assets (the “Closed Investment”) at a total cost (including transaction fees) of approximately €367,415,000, which interests constitute substantially all of the assets of the Fund. The Fund indirectly owns such entities through an intermediate holding company (the “Holding Company”) formed in connection with such acquisition. The Fund’s direct interest in the Holding Company has not been pledged to any person or entity, although interests in entities owned directly and indirectly by the Holding Company and such real estate assets have been pledged in connection with the acquisition financing relating to such transaction. As of the date hereof, the aggregate amount of the funded indebtedness of the Holding Company and its subsidiaries does not exceed €235,000,000. The Fund has Capital Commitments that remain undrawn and not budgeted in connection with the Proposed Draw in the aggregate amount of approximately $156,759,230 and has budgeted up to approximately $135,000,000 of the aggregate Capital Commitments for the Transaction;

(f)	under the Partnership Agreement, the general partner of the Fund is authorized to make, and the limited partners are obligated to fund, a capital call to the limited partners in accordance with their relative Capital Commitments in order to satisfy the Fund’s obligations under this Agreement;
(g)	upon a duly made capital call, each limited partner of the Fund shall be irrevocably and unconditionally obligated to the Fund to contribute capital to the Fund in the amount of such call up to its stated capital commitment without any setoff against, defense to or reduction of such obligation based on any claim that such limited partner has against any person or entity;
(h)	the Fund has not made any distributions to its partners; and
(i)	no material adverse change has occurred with respect to the financial condition of the assets acquired in connection with the formation of the Holding Company and the related transactions since the date of acquisition thereof and no new additional debt has been incurred in connection with such assets since the date of acquisition thereof.

     8. The Fund hereby covenants with the Company that (i) in connection with the financial obligations of the Investment Vehicle under the Merger Agreement, including the obligation to pay the merger consideration payable thereunder, and its obligations under this Agreement, including its obligations after an event of default under the Merger Agreement or this Agreement, the General Partner shall timely make a capital call to the limited partners of the Fund, in accordance with the Partnership Agreement, for equity funding sufficient to satisfy such obligations in an amount not to exceed $135,000,000, which the General Partner shall request

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that the limited partners satisfy by making their investments through the Investment Vehicle, and (ii) so long as the Merger Agreement is in full force and effect and has not been terminated or the Transaction consummated, the General Partner agrees not to commit the Fund to make any investment or undertake any other activity (including creating or suffering to exist any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever, right of first refusal or offer and option on the Closed Investment or its right to make a call with respect to the Capital Commitments or on the proceeds to be derived from a call) to the extent the making of such investment or the undertaking of such activity would cause (x) the Fund to be unable to perform its obligations arising under this Agreement or (y) result in the net worth of the Fund (based on the book value of all assets of the Fund, less the Fund’s liabilities) at any time being less than $75,000,000 (the “Net Worth Test”).

     9. The Fund hereby covenants with the Company that the general partner will not make any distributions to the partners of the Fund prior to termination of the Merger Agreement or consummation of the Transaction to the extent the making of such distributions would (i) cause the Fund to be unable to perform its obligations arising under this Agreement or (ii) result in the Net Worth Test not being satisfied.

     10. Notwithstanding anything to the contrary contained herein, at any time Braveheart II Realty (Ohio) Corp. or Braveheart Investors LP (“Braveheart”) holds, for its benefit, an irrevocable unconditional standby letter of credit (an “LC”) in an amount available for drawing of not less than $50,000,000 (less any drawings deposited into Escrow (as defined below) or paid in connection with the satisfaction of any Subject Obligation) issued by (A) a financial institution whose senior long-term unsecured obligations are rated at least A and A2 by S&P and Moody’s, respectively, (B) by Citibank, N.A., or (C) by RBC Financial Group (or one of its affiliates with the same or greater credit rating) then neither of (x) the Net Worth Test set forth in Sections 8(ii)(y) or 9(ii) above, nor (y) the guaranty obligations of the Fund set forth in Section 1 hereto shall be applicable to the Fund or of any force or effect for so long as such LC shall be Maintained. For the purposes of this Section 10, the term “Maintained” shall mean that (i) such LC is issued in favor of Braveheart, as beneficiary; (ii) the LC is drawable (A) at any time by Braveheart into Escrow in an amount not less than $50,000,000 (less any drawings deposited into Escrow (as defined below) or paid in connection with the satisfaction of any Subject Obligation), (B) by the Company into Escrow, in favor of Braveheart, at any time after a judgment has been rendered by a court of competent jurisdiction against Braveheart in favor of the Company in respect of a default by Braveheart under the Merger Agreement or by the Fund under this Agreement, or (C) by the Company into Escrow at any time during which the LC shall have fewer than thirty (30) days remaining until its stated date of expiration or at any time the Company shall have provided written notice to Braveheart not consenting to the revocation, withdrawal or termination of the LC within the ten (10) day time period specified in the last proviso of this Section 10; (iii) the LC meets all of the requirements set forth above; (iv) such LC is not subject to any pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever, right of first refusal or offer or option in favor of any other party (other than the Company or its affiliates); (v) Braveheart is not then subject to any bankruptcy, insolvency, dissolution, liquidation, reorganization, receivership or other debtor relief proceeding; and (vi) if the LC has been drawn, the proceeds therefrom have been paid to either (or a combination of) the Company or the Escrow; provided however, that each of the foregoing clauses (i) through (vi) shall be deemed to be satisfied if the failure of any such clause to be satisfied results from an act

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of the Company or any of its affiliates. For the avoidance of doubt, the LC shall provide that the presentment of the ‘draw certificate’ to the LC issuer may be made by either of the parties hereto on the terms provided herein; provided that the ‘sight draft’ shall indicate that any drawing shall be made solely to the Escrow Agent (as defined below). In addition, Braveheart agrees that it (nor its affiliates) shall not cause the LC to be revoked, withdrawn or terminated, until ten (10) days after providing written notice to the Company requesting the Company’s consent; provided that the Company shall provide written notice not to consent to any revocation, withdrawal or termination of the LC requested by the Fund or Braveheart within ten (10) days of receipt of evidence (which is reasonably satisfactory) to the Company that the Fund is then in compliance with the Net Worth Test.

     11. Any LC obtained pursuant to this Agreement shall be issued in favor of Braveheart but shall be drawable only as set forth in Sections 10(ii)(A)-(C). For the purposes of this Agreement, the term “Escrow” shall mean an escrow account to be established with an escrow agent (“Escrow Agent”) reasonably satisfactory to the parties hereto which shall be established contemporaneously with the issuance of any LC (it being agreed that Citibank, Wells Fargo or any title company shall be acceptable). The agreement governing the Escrow shall contain such other terms as shall be reasonably acceptable to the parties hereto and shall provide that that funds held therein shall only be released (i) to Braveheart upon the termination of this Agreement in accordance with its terms; (ii) pursuant to a judicial order directing payment to such party as shall be provided therein; (iii) by mutual agreement of the parties hereto; or (iv) to the Company, at the request of Braveheart, to satisfy any Subject Obligation.

     12. If any claim is ever made upon the Company for repayment or recovery of any amount received by it in payment or on account of any Subject Obligation and the Company repays all or part of such amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over the Company or any of their property, or (b) any settlement or compromise of any such claim effected by the Company with any such claimant (including any other guarantor), then in such event the Fund agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Fund and the Fund shall be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Company, notwithstanding any termination of this Agreement, the Merger Agreement or any Subject Obligation.

     13. In the event that pursuant to: (i) any bankruptcy, insolvency, dissolution, liquidation, reorganization, receivership or other debtor relief law, any judgment, order or decision thereunder; or (ii) any other judgment, order, decision, settlement or compromise, the Company must rescind or restore any payment, or any part thereof, received in satisfaction of any Subject Obligation, any prior release or discharge from the terms of this Agreement in respect thereof relating to such payment shall be without effect to the same extent as if such amount had never been received by the Company, notwithstanding any termination of this Agreement, the Merger Agreement or any Subject Obligation.

     14. This Agreement is a continuing agreement and shall not terminate or be discharged until the earliest of the performance and indefeasible payment and performance of all of the Subject Obligation, the termination of the Merger Agreement in accordance with its terms or the closing of the Transaction. If demand for, or acceleration of the time for, payment by the

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Investment Vehicle to the Company of any Subject Obligation is stayed upon the bankruptcy, insolvency, reorganization, receivership or proposed compromise or arrangement with creditors of the Investment Vehicle, all of the Subject Obligation of which payment or performance is stayed that would otherwise be subject to the demand for payment or acceleration shall nonetheless be payable by the Fund immediately upon demand by the Company.

     15. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes all prior agreements, contracts and discussions, whether written or oral, with respect thereto. No course of dealing, course of performance or trade usage, and no parol evidence of any nature whatsoever, shall be used to supplement or modify the terms of this Agreement. The execution and delivery of this Agreement has not been induced by any representations, warranties, conditions, other guaranties or acknowledgements not expressly made. There are no conditions to the full effectiveness of this Agreement, and, other than the default by the Investment Vehicle with respect to any Subject Obligation, there are no conditions to the right to make demand under this Agreement.

     16. This Agreement cannot be modified, revoked or terminated except by an instrument in writing signed by the parties hereto.

     17. The validity, construction and enforcement of this Agreement shall be governed by the laws of the State of New York, United States of America, without reference to its conflicts of law rules. Each of the Fund and the Company hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of same or any judgment, (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (iii) agrees that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above, (v) waives, to the fullest extent permitted by law, the defense of forum non conveniens to the maintenance of such action or proceeding in any such court and (vi) agrees that service of all writs, process and summonses in any such suit, action or proceeding brought in the State of New York may be made upon the process agent of the undersigned appointed below. Each of the Fund and the Company hereby irrevocably appoints the person set forth on the line marked “Process Agent” on the signature page hereto as its process agent and as its true and lawful attorney-in-fact in the name, place and stead of it to accept such service of any and all such writs, process and summonses.

     18. If any provision of this Agreement or its application in any circumstance is invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected.

     19. Any notice, demand, statement or request (each a “Notice”) to be given under this Agreement shall be in writing and addressed to the Company or to the Fund, as the case may be, at such address as such party has set forth in the Merger Agreement (notices to the Fund shall be

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addressed to the designees of the “Parent” party to the Merger Agreement). Any such Notice or other communication given as aforesaid shall be deemed to have been given (a) when personally delivered by courier, overnight delivery, or otherwise, or (b) on the Business Day following the day upon which such Notice or other communication is sent by facsimile transmission, provided that there has been confirmation of transmission. If such Notice is given on a day that is not a Business Day or after 5:00 p.m. on a Business Day, it shall be deemed given and received on the Business Day next following the date of receipt. For purposes hereof, a “Business Day” shall be any day upon which commercial banks are open for business in The City of New York.

     20. This Agreement shall be binding upon, and be enforceable by, the Fund, the Company and their respective permitted successors, transferees and assigns. The assignment by the Fund or the Company of the obligations hereunder shall be null and void and without effect without the prior written consent of the other party, which consent may be withheld for any reason or for no reason.

     21. This Agreement may be executed in counterparts, each of which when executed and delivered shall have the force and effect of an original and all of which together shall constitute one and the same instrument.

[The remainder of this page intentionally left blank.]

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

FUND:
WESTBRIDGE HOSPITALITY FUND, L.P.
By its General Partner,
Westbridge Hospitality Management Limited
By:	/s/ Majid Mangalji
Name: Majid Mangalji
Title: Director and President
COMPANY:
BOYKIN LODGING COMPANY
By:	/s/ Richard C. Conti
Name: Richard C. Conti
Title: President and Chief Operating Officer

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Name and Address of Fund and Braveheart Process Agent in State of New York

Davies Ward Phillips & Vineberg LLP
626 Madison Avenue
New York, New York 10022
Attention: Gawain S.E. Smart, Esq.

Name and Address of Company Process Agent in State of New York

C T Corporation System
111 Eighth Avenue
New York, New York 10011

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Tara Szerpicki
		Investor Relations
		Boykin Lodging Company
		(216) 430-1333
		InvestorRelations@boykinlodging.com

Boykin Lodging Company to be Acquired

Cleveland, Ohio, May 22, 2006—Boykin Lodging Company (NYSE: BOY) (the “Company”), a hotel real estate investment trust, today announced that it has entered into a definitive merger agreement to be acquired by Braveheart Holdings LP (“Braveheart”), an affiliate of Westmont Hospitality Group (“Westmont”) and Cadim Inc., a division of Caisse de dépôt et placement du Québec, in a cash transaction valued at approximately $416 million, including debt.

In the transactions contemplated by the merger agreement, each common share of the Company will be converted into the right to receive $11.00 per share in cash. A portion of the $11.00 per share will be paid in the form of a dividend prior to closing. Each limited partner in Boykin Hotel Properties, L.P., the operating partnership of the Company, will also be entitled to receive, subject to compliance with certain procedures, $11.00 per unit in cash less the amount of pre-closing dividends. Outstanding depositary shares, each representing a 1/10 fractional interest in a share of the Company’s 10-1/2% Class A Cumulative Preferred Shares, Series 2002-A, will be converted into the right to receive a cash payment of $25.00 per share plus accrued dividends through the closing date.

Immediately prior to the closing of the transactions contemplated by the merger agreement, the Company’s interests in the Pink Shell Beach Resort and Spa and the Banana Bay Resort & Marina — Marathon will be sold to entities controlled by Robert W. Boykin, Chairman and Chief Executive Officer of the Company, for a purchase price of approximately $14.6 million, to be adjusted based upon the cash flows of such interests from April 1, 2006 through the actual closing date. These transactions are contingent upon the closing of the transactions contemplated by the merger agreement. These transactions have been unanimously approved by the Board of Directors of the Company (with Mr. Boykin abstaining), and by a special committee of independent directors (the “Special Committee”).

The Company’s Board of Directors has unanimously approved the merger agreement (with Mr. Boykin abstaining) and has recommended the approval of the transaction by the Company’s common shareholders. Completion of the transaction, which is expected to occur during the third quarter of 2006, is contingent on customary closing conditions and the approval of the Company’s common shareholders. The transaction is not contingent on receipt of financing by Braveheart.

As previously announced, the Company has entered into an agreement to sell its Radisson Suite Beach Resort — Marco Island to an unrelated third party for a

purchase price of $58.0 million. Upon execution of that agreement, the proposed purchaser made a deposit of $3.0 million. The proposed purchaser is obligated to make a second deposit of $3.0 million on May 25, 2006. Braveheart has the right to terminate the merger agreement with the Company if the proposed purchaser does not make the second deposit; however, the merger agreement will not terminate if the Company is able to enter into an alternate agreement or arrangement, no later than July 7, 2006, to effect the disposition of the property, and the Company and Braveheart agree, after negotiating in good faith, on changes to the merger agreement based on such agreement or arrangement.

“We are pleased to announce this transaction, which we believe will enable shareholders to receive the benefit of our efforts to increase shareholder value,” said Robert W. Boykin, Chairman and Chief Executive Officer of the Company.

As a result of the aforementioned announcements, the Company’s Board of Directors has elected to adjourn until further notice the previously scheduled June 1, 2006 Annual Meeting of Shareholders.

UBS Investment Bank acted as financial advisor to the Board of Directors of the Company and Houlihan Lokey advised the Special Committee and the Board of Directors. RBC Capital Markets acted as financial advisor to Westmont.

About Boykin Lodging Company:

Boykin Lodging Company is a real estate investment trust that focuses on the ownership of full-service, upscale commercial and resort hotels. The Company currently owns interests in 21 hotels containing a total of 5,871 rooms located in 13 states, and operating under such internationally known brands as Doubletree, Marriott, Hilton, Radisson, Embassy Suites, and Courtyard by Marriott among others. For more information about Boykin Lodging Company, visit the Company’s website at http://www.boykinlodging.com.

About Westmont:

Westmont was founded approximately 30 years ago. Westmont has grown to be one of the largest privately-held owner/operator of hotel assets in the world. Westmont owns an interest in and operates, or oversees the operations of, over 350 hotels containing more than 45,000 guestrooms through North America, Europe and Asia.

About Cadim, Inc.:

Cadim, Inc., a Montreal-based real estate advisor and portfolio manager, is a division of the Caisse de dépôt et placement du Québec and a member of the Real Estate group of the Caisse. The Caisse is one of the world’s 10 largest real estate managers among pension fund managers and manages funds primarily for public and private pension and insurance plans. As at December 31, 2005, it held CA$122.2 billion of net assets. The Caisse invests in the main financial markets as well as in private equity and real estate. For more information: http://www.lacaisse.com

Forward Looking Statements:

This news release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 regarding the Company, including those statements regarding the expected effects, timing and completion of the proposed transaction, among others. Except for historical information, the matters discussed in this release are forward-looking statements that involve risks and uncertainties that may cause results to differ materially from those set forth in

those statements. For example, among other things, (1) the Company may be unable to obtain shareholder approval required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs or unexpected liabilities; (4) the proposed purchaser may fail to pay its second deposit with respect to its purchase of the Radisson Suite Beach Resort — Marco Island and Braveheart could terminate the merger agreement as a result thereof; (5) the businesses of the Company may suffer as a result of uncertainty surrounding the transaction; and (6) the Company may be adversely affected by other economic, business, and/or competitive factors. Additional factors that may affect the future results of the Company are set forth in its filings with the Securities and Exchange Commission (“SEC”), which are available at http://www.boykinlodging.com. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It:

In connection with the proposed transaction, a proxy statement of Boykin Lodging Company and other materials will be filed with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BOYKIN LODGING COMPANY AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the proxy statement (when available) as well as other filed documents containing information about Boykin Lodging Company at http://www.sec.gov, the SEC’s free website. Free copies of Boykin Lodging Company’s SEC filings are also available on Boykin Lodging Company’s website, http://www.boykinlodging.com.

Participants in the Solicitation:

Boykin Lodging Company and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Boykin Lodging Company’s shareholders with respect to the proposed transaction. INFORMATION REGARDING BOYKIN LODGING COMPANY’S EXECUTIVE OFFICERS AND DIRECTORS IS SET FORTH IN THE COMPANY’S PROXY STATEMENT FILED ON APRIL 25, 2006. More detailed information regarding the identity of potential participants, and their direct or indirect interest, by securities, holdings or otherwise, will be set forth in the proxy statement and other material to be filed with the SEC in connection with the proposed transaction.