10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2006

OR

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

For the transition period from                      to                     

Commission file number 001-11975

Boykin Lodging Company

(Exact Name of Registrant as Specified in Its Charter)

Ohio	34-1824586
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

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

(216) 430-1200

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

     Large accelerated filer o Accelerated filer þ Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of common shares, without par value, outstanding as of July 31, 2006 was 17,687,567.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 1A. RISK FACTORS
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS
SIGNATURES
EXHIBIT INDEX
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BOYKIN LODGING COMPANY
INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets as of June 30, 2006 and December 31, 2005 (unaudited)	3
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2006 and 2005 (unaudited)	4
Consolidated Statement of Shareholders’ Equity for the Six Months Ended June 30, 2006 (unaudited)	5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2006 and 2005 (unaudited)	6
Notes to Consolidated Financial Statements June 30, 2006 (unaudited)	7

BOYKIN LODGING COMPANY
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2006 AND DECEMBER 31, 2005
(unaudited, dollar amounts in thousands)

	June 30,			December 31,
	2006			2005
ASSETS
Investment in hotel properties	$	520,377		$	483,334
Accumulated depreciation		(146,034	)		(135,667	)
Investment in hotel properties, net		374,343			347,667
Cash and cash equivalents		12,241			16,290
Restricted cash		9,460			31,699
Accounts receivable, net of allowance for doubtful accounts of $292 and $340 as of June 30, 2006 and December 31, 2005, respectively		7,955			6,621
Inventories		1,174			1,223
Deferred financing costs and other, net		1,272			1,933
Investment in unconsolidated joint ventures		1,412			1,410
Other assets		16,349			12,368
Assets related to discontinued operations, net		28,216			28,594
	$	452,422		$	447,805
LIABILITIES AND SHAREHOLDERS’ EQUITY
Borrowings against credit facility	$	34,000		$	40,000
Term notes payable		103,917			98,529
Accounts payable and accrued expenses		44,370			36,391
Accounts payable to related party		934			962
Dividends/distributions payable		1,188			1,188
Minority interest in joint ventures		2,649			777
Minority interest in operating partnership		13,025			13,946
Liabilities related to discontinued operations		1,301			1,462
SHAREHOLDERS’ EQUITY:
Preferred shares, without par value; 10,000,000 shares authorized; 181,000 shares issued and outstanding as of June 30, 2006 and December 31, 2005 (liquidation preference of $45,250)		—			—
Common shares, without par value; 40,000,000 shares authorized; 17,687,567 and 17,594,081 shares issued and outstanding as of June 30, 2006 and December 31, 2005, respectively		—			—
Additional paid-in capital		361,068			361,309
Distributions and losses in excess of income		(107,964	)		(104,261	)
Unearned compensation – restricted shares		(2,066	)		(2,498	)
Total shareholders’ equity		251,038			254,550
	$	452,422		$	447,805

See notes to consolidated financial statements.

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BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006 and 2005
(unaudited, amounts in thousands except for per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Revenues:
Hotel revenues
Rooms	$	33,808		$	32,303		$	65,057		$	61,192
Food and beverage		15,240			15,456			29,814			28,960
Other		1,977			3,352			3,806			9,276
Total hotel revenues		51,025			51,111			98,677			99,428
Other operating revenue		41			40			74			123
Revenues from condominium development and unit sales		242			—			1,248			—
Total revenues		51,308			51,151			99,999			99,551
Expenses:
Hotel operating expenses
Rooms		8,080			7,681			15,699			14,687
Food and beverage		9,909			10,089			19,630			19,285
Other direct		1,343			1,379			2,650			2,676
Indirect		15,628			14,921			30,804			29,174
Management fees to related party		1,246			1,570			2,785			3,100
Total hotel operating expenses		36,206			35,640			71,568			68,922
Property taxes, insurance and other		4,635			4,096			9,070			8,395
Cost of condominium development and unit sales		216			—			1,124			—
Real estate related depreciation and amortization		5,179			5,470			10,393			10,941
Corporate general and administrative		3,995			3,821			7,088			6,084
Total operating expenses		50,231			49,027			99,243			94,342
Operating income		1,077			2,124			756			5,209
Interest income		92			422			597			434
Other income		—			—			16			—
Interest expense		(2,724	)		(3,015	)		(5,617	)		(6,198	)
Amortization of deferred financing costs		(473	)		(286	)		(939	)		(639	)
Minority interest in (earnings) loss of joint ventures		6			—			(9	)		—
Minority interest in (income) loss of operating partnership		561			392			1,324			(1,918	)
Equity in income of unconsolidated joint ventures including gain on sale		209			93			212			11,159
Income (loss) before gain on sale/disposal of assets and discontinued operations		(1,252	)		(270	)		(3,660	)		8,047
Gain on sale/disposal of assets		6			38			6			6,914
Income (loss) before discontinued operations		(1,246	)		(232	)		(3,654	)		14,961
Discontinued operations:
Discontinued operations, net of operating partnership minority interest expense of $133 and $403 for the three and six months ended June 30, 2006 and $1,303 and $1,426 for the three and six months ended June 30, 2005, respectively		771			7,459			2,327			8,158
Net income (loss)	$	(475	)	$	7,227		$	(1,327	)	$	23,119
Preferred dividends		(1,188	)		(1,188	)		(2,376	)		(2,376	)
Net income (loss) attributable to common shareholders	$	(1,663	)	$	6,039		$	(3,703	)	$	20,743
Net income (loss) attributable to common shareholders before discontinued operations per share
Basic	$	(0.14	)	$	(0.08	)	$	(0.34	)	$	0.72
Diluted	$	(0.14	)	$	(0.08	)	$	(0.34	)	$	0.71
Discontinued operations per share
Basic	$	0.04		$	0.43		$	0.13		$	0.47
Diluted	$	0.04		$	0.42		$	0.13		$	0.46
Net income (loss) attributable to common shareholders per share (a)
Basic	$	(0.09	)	$	0.34		$	(0.21	)	$	1.18
Diluted	$	(0.09	)	$	0.34		$	(0.21	)	$	1.17
Weighted average number of common shares outstanding
Basic		17,688			17,544			17,688			17,539
Diluted		17,876			17,789			17,926			17,737

(a) Per share amounts may not add due to rounding.

See notes to consolidated financial statements.

4

BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2006
(unaudited, dollar amounts in thousands except for per share data)

									Distributions
						Additional			and Losses
	Preferred		Common			Paid-In			In Excess of			Unearned
	Shares		Shares			Capital			Income			Compensation			Total
Balance at December 31, 2005		181,000		17,594,081		$	361,309		$	(104,261	)	$	(2,498	)	$	254,550
Vesting of restricted common share grants		—		113,327			—			—			—			—
Common share purchases for treasury		—		(19,841	)		(241	)		—			—			(241	)
Dividends declared — $13.125 per Class A preferred share		—		—			—			(2,376	)		—			(2,376	)
Amortization of unearned compensation		—		—			—			—			432			432
Net loss		—		—			—			(1,327	)		—			(1,327	)
Balance at June 30, 2006		181,000		17,687,567		$	361,068		$	(107,964	)	$	(2,066	)	$	251,038

See notes to consolidated financial statements.

5

BOYKIN LODGING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(unaudited, amounts in thousands)

	2006			2005
Cash flows from operating activities:
Net income (loss)	$	(1,327	)	$	23,119
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities —
Gain on sale/disposal of assets		(678	)		(15,098	)
Depreciation and amortization		11,705			12,594
Charges related to equity based compensation		432			1,165
Equity in income of unconsolidated joint ventures including gain on sale		(212	)		(11,159	)
Deferred lease revenue		—			630
Minority interests		(912	)		3,389
Changes in assets and liabilities — Accounts receivable and inventories		(887	)		3,577
Accounts payable and accrued expenses		7,790			(1,553	)
Amounts due to/from lessees		(3	)		(291	)
Other		(4,477	)		(234	)
Net cash flow provided by operating activities		11,431			16,139
Cash flows from investing activities:
Distributions received from unconsolidated joint ventures		210			23,697
Changes in restricted cash		22,239			3,229
Improvements and additions to hotel properties, net		(37,096	)		(7,479	)
Net proceeds from sale of assets		690			34,630
Net cash flow provided by (used in) investing activities		(13,957	)		54,077
Cash flows from financing activities:
Payments of dividends and distributions		(2,376	)		(2,376	)
Net borrowings (repayments) against credit facility		(6,000	)		33,554
Term note borrowings		7,800			—
Repayment of term notes		(2,412	)		(93,043	)
Payment of deferred financing costs		(157	)		(1,394	)
Net proceeds from issuance of common shares		—			118
Cash payment for common share purchases		(241	)		(142	)
Contributions from (distributions to) to joint venture minority interest partners, net		1,863			(110	)
Net cash flow used in financing activities		(1,523	)		(63,393	)
Net change in cash and cash equivalents	$	(4,049	)	$	6,823
Cash and cash equivalents, beginning of period		16,290			13,521
Cash and cash equivalents, end of period	$	12,241		$	20,344

See notes to consolidated financial statements.

6

BOYKIN LODGING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(unaudited, dollar amounts in thousands except per share and per unit data)

     1. BACKGROUND:

     Boykin Lodging Company, an Ohio corporation (together with its subsidiaries “Boykin”), is a real estate investment trust (“REIT”) that owns hotels throughout the United States of America. As of June 30, 2006, Boykin owned interests in 21 hotels containing a total of 5,871 guest rooms located in 13 states.

Formation

     Boykin was formed and completed an initial public offering (“IPO”) in 1996 to acquire, own and redevelop full and select service hotels. Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Partnership”), is the operating partnership that transacts business and holds the direct and indirect ownership interest in Boykin’s hotels. As of June 30, 2006, Boykin had an 85.5% ownership interest in and was the sole general partner of the Partnership.

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

Merger Agreement

     Boykin and the Partnership 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 Boykin (the “REIT Merger”), with Boykin continuing as the surviving corporation, (hereinafter sometimes referred to as the “Surviving Corporation”). Parent, REIT Merger Sub and OP Holdco and OP Merger Sub (the “Purchaser Parties”) are affiliates of Westmont Hospitality Group and Cadim Inc., a wholly owned subsidiary 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 Boykin 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 automatically into the right to receive $11.00, less the amount of any dividends or distribution paid by Boykin 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 Boykin’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). Boykin, the Partnership and the Purchaser Parties have made customary representations, warranties and covenants in the Merger Agreement, including, among others, Boykin 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.

     Boykin’s Board of Directors has unanimously approved the merger agreement (with Robert W. Boykin, Chairman and Chief Executive Officer of Boykin abstaining) and has recommended the approval of the transaction by Boykin’s common shareholders. Holders of common shares of Boykin as of August 4, 2006 will be asked to vote on the proposed transaction at a special meeting that will be held on September 12, 2006. Completion of the transaction, which is expected to occur during September 2006, is contingent on customary closing conditions and the approval of Boykin’s common shareholders. Availability of financing for the Mergers is not a condition to the Purchaser Parties’ obligations to close.

     Contemporaneously with the execution of the Merger Agreement, Boykin 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 Mr. Boykin. The total purchase price for these interests is approximately $14,600 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.

     Three shareholder complaints have been filed against Boykin and each the members of its Board of Directors seeking to, among other things, enjoin Boykin and its directors from proceeding with or consummating the mergers and to rescind, to the extent already implemented,

7

the merger agreement and related transactions. Based on the facts known to date, the defendants believe that the claims asserted are without merit and intend to defend these suits vigorously.

Radisson Suite Beach Resort – Marco Island

     In May 2006, Boykin Marco LLC (“Boykin Marco”), a wholly owned subsidiary of the Partnership, entered into a definitive agreement to sell the Radisson Suite Beach Resort – Marco Island (“Marco Island”) to Marriott Ownership Resorts, Inc., an unaffiliated party, for a purchase price of $58,000. The proposed purchaser made non-refundable deposits of $6,000 in the second quarter of 2006. The sale closed in July 2006.

Consolidated Joint Ventures

     In 2005, Boykin became a 50% partner in Marathon Partners LLC (“Marathon Partners”). In 2006, Marathon Partners purchased the Banana Bay Resort & Marina – Marathon for $12,000. The joint venture agreement provides that Boykin will act as the Company Manager of Marathon Partners and perform all day to day development functions related to the operation of and the potential redevelopment of the property as a hotel/condominium. Each partner is required to make capital contributions to the joint venture in equal proportions; provided, however, that once each partner has invested $1,250 of capital into the joint venture, Boykin’s joint venture partner may elect not to make additional contributions. In the event Boykin makes mandatory capital contributions to the joint venture in excess of $1,250 and the joint venture partner elects not to make contributions on an equal basis, Boykin will be entitled to a preferred return on its excess contributions. Because of the controlling nature of Boykin’s ownership interest in this joint venture, Boykin consolidates this joint venture into its financial statements.

     In 2005, the consolidated joint venture which owned the Hampton Inn San Diego Airport/Sea World sold their hotel. Boykin was a 91% partner in the partnership, Boykin San Diego LLC. The partnership will be dissolved following the satisfaction of all outstanding obligations of the partnerships.

Unconsolidated Joint Ventures

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

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

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

     Prior to the sale of Hotel 71, Boykin’s carrying value of its investment in the joint ventures differed from its share of the partnership equity reported in the balance sheets of the unconsolidated joint ventures due to Boykin’s cost of its investment being in excess of the historical net book values related to the direct investment in Boykin Chicago, L.L.C. Boykin’s additional basis was allocated to depreciable assets and depreciation was being recognized on a straight-line basis over 30 years. When Hotel 71 was sold, the remaining balance was written off as a reduction of the income the Partnership recognized on its investment in Boykin Chicago, L.L.C.

     The following table sets forth the total assets, liabilities, equity and components of net income (loss), including Boykin’s share, related to the unconsolidated joint ventures discussed above as of June 30, 2006 and December 31, 2005 and for the three and six month periods ended June 30, 2006 and 2005:

8

	Boykin/AEW				Boykin/Concord
	June 30,		December 31,		June 30,		December 31,
	2006		2005		2006		2005
Total assets	$	1,748	$	2,828	$	20,289	$	20,499
Accrued expenses		806		1,934		564		578
Outstanding debt		—		—		17,909		18,078
Total liabilities		806		1,934		18,473		18,656
Minority interest		229		224		—		—
Equity		713		670		1,816		1,843
Investment in unconsolidated joint venture	$	504	$	488	$	908	$	922

	Boykin/AEW										Boykin/Concord
	Three Months					Six Months					Three Months						Six Months
	Ended					Ended					Ended						Ended
	June 30,					June 30,					June 30,						June 30,
	2006		2005			2006		2005			2006			2005			2006			2005
Revenues	$	—	$	6		$	—	$	2,009		$	2,422		$	2,221		$	4,314		$	3,909
Hotel operating expenses		30		(78	)		32		(2,111	)		(1,370	)		(1,234	)		(2,630	)		(2,315	)
Management fees to related party		—		—			—		(60	)		—			—			—			—
Real estate related depreciation		—		—			—		(772	)		(286	)		(281	)		(570	)		(561	)
Property taxes, insurance and other		—		—			11		(368	)		(83	)		(83	)		(166	)		(162	)
Operating income (loss)		30		(72	)		43		(1,302	)		683			623			948			871
Interest and other income		8		4			15		28			4			2			8			3
Amortization		—		—			—		(133	)		(11	)		(11	)		(22	)		(22	)
Interest expense		—		—			—		(512	)		(272	)		(277	)		(542	)		(552	)
Gain (loss) on sale/disposal of assets		—		(4	)		—		29,308			—			—			—			—
Other		—		—			—		—			(19	)		(87	)		(19	)		(112	)
Net income (loss) before minority interest		38		(72	)		58		27,389			385			250			373			188
Boykin’s share of net income (loss)		16		(32	)		25		12,012			193			125			187			94
Reduction of additional basis in Boykin Chicago, L.L.C		—		—			—		(947	)		—			—			—			—
		16		(32	)		25		11,065			193			125			187			94

Taxable REIT Subsidiaries

     As of June 30, 2006, all hotels in which Boykin had an ownership interest were operated under a taxable REIT subsidiary (“TRS”) structure. The Hampton Inn San Diego Airport/Sea World, which was sold during 2005, was never operated under a TRS structure. Prior to the sale, lease revenue was recorded within the consolidated financial statements related to this property.

     Bellboy, Inc. (“Bellboy”) is a wholly-owned TRS of Boykin which, through its subsidiaries, leased 19 of Boykin’s properties as of June 30, 2006. The Banana Bay Resort & Marina – Marathon is owned by a subsidiary of Bellboy. The Boykin/Concord joint venture has a related TRS entity, BoyCon Leasing, Inc., that leases its property.

     The consolidated financial statements include the operating results of the consolidated hotels operated under the TRS structure.

Hotel Managers

     As of June 30, 2006, Boykin Management Company Limited Liability Company (“BMC”) and certain of its subsidiaries managed 20 of the 21 hotels in which Boykin had an ownership interest. BMC is owned by Robert W. Boykin, Chairman and Chief Executive Officer of Boykin (53.8%), and his brother, John E. Boykin (46.2%). Concord managed one property, the Meadowlands-Lyndhurst Courtyard by Marriott, as of such date.

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          2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

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

          These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Boykin believes that all adjustments, consisting of normal recurring adjustments and accruals, considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. The operations of the hotels have historically been seasonal. The hotels located in Florida have historically experienced their highest occupancy in the first quarter, while the remaining hotels have historically maintained higher occupancy rates during the second and third quarters. For further information, refer to the consolidated financial statements and footnotes thereto included in Boykin’s annual report on Form 10-K for the year ended December 31, 2005. Certain prior period amounts have been reclassified to conform to the current period presentation.

Condominium Units

          Condominium project revenue and expenses for units under construction are recognized using the percentage of completion method upon satisfaction of certain criteria. Revenue is recognized under the completed contract method until such criteria is met. During the three and six month periods ended June 30, 2006, Boykin reported revenues of $242 and $1,248 respectively, and costs of $216 and $1,124, respectively, using the percentage of completion method of accounting related to the Captiva Villas project. The outstanding accounts receivable related to the recognition of revenue for the project totaled $1,248 as of June 30, 2006.

          As of June 30, 2006 and December 31, 2005, costs incurred in the preparation for and the commencement of construction of the Captiva Villas in excess of revenue recognized totaling $5,320 and $1,899, respectively, as well as the original $900 basis in the land on which the new building is being constructed, are reflected in the consolidated balance sheets as other assets. Deposits received for the purchase of units totaling $4,623 are reflected as a liability on the consolidated balance sheet as of June 30, 2006. A portion of the deposits was available for use as payment of construction costs. The portion that is not available is reflected in restricted cash. For the three and six months periods ended June 30, 2006, approximately $48 and $59, respectively, of the interest incurred on the credit facility was capitalized into this project.

Investment in Hotel Properties

          Boykin reviews the hotel properties for impairment whenever events or changes in circumstances indicate the carrying value of the hotel properties may not be recoverable. Boykin does not believe that there are any factors or circumstances indicating impairment of any investments in hotel properties as of June 30, 2006.

          As of June 30, 2006, Marco Island was considered held for sale as defined within the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” and has been classified as discontinued operations within the financial statements for all periods presented. Boykin considers assets to be “held for sale” when they are under contract, significant non-refundable deposits have been made by the potential buyer and the assets are immediately available to be sold.

Insurance Recoveries

          Boykin records insurance recoveries in an amount equal to the losses recorded by the property being covered as the losses are recognized until such time as those recoveries are deemed not probable or reasonably estimable. In addition, Boykin recognizes income of amounts in excess of those losses to the extent that cash has been received or a settlement has been reached and the amount is not considered to be an advance on future losses. Business interruption recoveries are reflected as other hotel revenues within the consolidated financial statements. Property insurance recoveries are reflected as gain on sale/disposal of assets within the consolidated financial statements.

          Fees due to service providers in connection with casualty insurance recoveries are reflected as reductions in the gain recognized. Fees due to service providers related to business interruption insurance recoveries are reflected as corporate general and administrative expenses within the consolidated financial statements.

          Beginning in September 2004, Boykin’s two hotels located in Melbourne, Florida were closed due to damage sustained from Hurricane Frances. During the three and six months ended June 30, 2005, Boykin recorded business interruption insurance recoveries of

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$1,281 and $4,007, respectively. Property insurance recoveries of $3,700 were received and recorded for the six months ended June 30, 2005 for these properties.

          In October 2005, three of Boykin’s hotels located in southwest Florida suffered damage due to Hurricane Wilma. Included in accounts receivable at December 31, 2005 were estimated recoveries of $332 which were recorded to offset costs incurred and losses on disposal of damaged assets. The properties were cross-insured with other properties not owned by Boykin that are managed by BMC and its subsidiaries or owned directly or indirectly by Robert W. Boykin, Chairman and Chief Executive Officer of Boykin. As Boykin was the primary insured party in the claim, all insurance proceeds are paid to Boykin and then are allocated to the insured parties. During the first quarter of 2006, $1,500 was collected of which $197 is recorded in accounts payable to related party relative to the Robert W. Boykin owned property, $168 is recorded in accounts payable and accrued expenses for the BMC managed property not owned by Boykin, $70 is recorded in accounts payable and accrued expenses relating to fees for the claims and $61 was used to pay fees related to the claim. The remaining proceeds relieved the December 31, 2005 outstanding accounts receivable in full and $672 was recorded in discontinued operations as gain on sale/disposal of assets within the consolidated financial statements for the six months ended June 30, 2006.

          In 2003 and in 2005, Boykin disposed of certain assets due to water infiltration remediation activities. Property insurance recoveries recorded during the six months ended June 30, 2005 totaled $2,436. Approximately $1,350 of proceeds were received and recognized during the six months ended June 30, 2005 related to the business interruption insurance claim for the period in which the water infiltration remediation activities occurred. As of December 31, 2005, an additional $21 of business interruption insurance recoveries were deferred until completion of the remediation, which occurred during 2006.

          For the six months ended June 30, 2005, $1,006 of property insurance recoveries were received and recorded related to water infiltration remediation activities at another of Boykin’s properties. These proceeds were recorded as gain on sale/disposal of assets within the consolidated financial statements.

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

Deferred Compensation Plans

          Boykin has nonqualified deferred compensation programs which permitted certain employees to annually elect (via individual contracts) to defer a portion of their compensation on a pre-tax basis. To assist in the funding of these programs, Boykin has purchased shares of mutual funds as directed by the participants and placed them in rabbi trusts. The market value of the mutual fund shares included in other assets totaled $3,304 and $3,204 at June 30, 2006 and December 31, 2005, respectively. A liability of the equal amount is recorded within accounts payable and accrued expenses within the consolidated financial statements as of each period. Boykin no longer permits deferrals into these plans for compensation earned during 2005 and beyond.

Stock-based Compensation

          At June 30, 2006, Boykin had two long-term incentive plans. Boykin had previously adopted the disclosure only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and applied Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its employee share option plan. Effective July 1, 2005, Boykin adopted SFAS No. 123 (revised 2004), “Share-Based Payment,” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based at their fair values. Adoption did not have any effect on Boykin.

          3. EARNINGS PER SHARE:

          Basic earnings per share is based on the weighted average number of common shares outstanding during the period whereas diluted earnings per share adjusts the weighted average shares outstanding for the effect of all dilutive securities. For the three and six months ended June 30, 2006 and 2005, the weighted average basic and diluted common shares outstanding were as follows:

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	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2006		2005		2006		2005
Basic		17,687,567		17,543,916		17,687,567		17,539,026
Effect of dilutive securities:
Common stock options		106,549		123,898		139,843		97,375
Restricted share grants		82,216		121,582		98,717		100,304
Diluted		17,876,332		17,789,396		17,926,127		17,736,705

          4. PARTNERSHIP UNITS/MINORITY INTERESTS:

          Other than units owned by Boykin, a total of 2,718,256 units of the Partnership were issued and outstanding at June 30, 2006 and 2005. The weighted average number of partnership units, other than units owned by Boykin, outstanding for each of the three and six month periods ended June 30, 2006 and 2005 was 2,718,256.

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

          5. DISCONTINUED OPERATIONS:

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

          During 2005, Boykin sold its French Lick Springs Resort and Spa located in French Lick, Indiana, the Clarion Hotel & Conference Center located in Yakima, Washington, and the Hampton Inn San Diego Airport/Sea World in San Diego, California.

          In May 2006, Boykin entered into a contract to sell Marco Island; as of June 30, 2006, the property was considered held for sale as defined within the provisions of SFAS No. 144.

          The assets and liabilities of the French Lick Springs Resort and Spa, the Clarion Hotel & Conference Center, the joint venture which owned and leased out the Hampton Inn San Diego Airport/Sea World and Marco Island as of June 30, 2006 and December 31, 2005 and the results of operations for the three and six months ended June 30, 2006 and 2005 have been reclassified as discontinued operations in the accompanying financial statements. The results of operations and the financial position related to the applicable properties and joint venture were as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Lease revenue	$	—		$	354		$	—		$	709
Hotel revenues		3,934			4,290			8,296			11,221
Hotel operating expenses		(2,507	)		(3,273	)		(4,813	)		(8,511	)
Management fees to related party		(132	)		(110	)		(342	)		(310	)
Management fees — other		—			(11	)		—			(19	)
Property taxes, insurance and other		(375	)		(254	)		(710	)		(632	)
Other expenses		—			(3	)		—			(12	)
Interest income		—			2			—			4
Real estate related depreciation and amortization		(149	)		(394	)		(373	)		(1,005	)
Gain on sale of individual assets		133			366			672			366
Gain on sale of property		—			7,818			—			7,818
Minority interest in earnings of joint ventures		—			(23	)		—			(45	)
Income from discontinued operations	$	904		$	8,762		$	2,730		$	9,584

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	June 30,		December 31,
	2006		2005
Accounts receivable, net	$	322	$	686
Inventories		40		74
Other assets		736		371
Deferred financing costs and other, net		13		13
Investment in hotel properties, net		27,105		27,450
Total assets	$	28,216	$	28,594
Accounts payable and accrued expenses	$	1,189	$	1,279
Accounts payable to related party		112		183
Total liabilities	$	1,301	$	1,462

          6. CREDIT FACILITY:

          As of June 30, 2006, Boykin had a secured, revolving credit facility with a financial institution which enabled Boykin to borrow up to $100,000, subject to borrowing base and loan-to-value limitations. The credit facility was expanded during 2005 from $60,000 and four properties were added as security for the facility. Boykin had borrowings of $34,000 and $40,000 under this facility at June 30, 2006 and December 31, 2005, respectively. The facility was reduced to $60,000 effective July 1, 2006, matures during October 2006 and bears interest at a floating rate of LIBOR plus 3.75% (9.12% at June 30, 2006). Boykin is required to pay a fee of 0.375% on the unused portion of the credit facility. The facility was secured by nine properties with a net carrying value of $87,515 and $89,463 at June 30, 2006 and December 31, 2005, respectively.

          The credit facility requires Boykin, among other things, to maintain a minimum net worth, a coverage ratio of EBITDA to debt service, coverage of EBITDA to debt service and fixed charges and a maximum leverage ratio. Further, Boykin is required to maintain the franchise agreement at each hotel and to maintain its REIT status. The terms of the agreement provide certain restrictions on common share dividends; however, Boykin is entitled to distribute sufficient dividends to maintain its REIT status. At June 30, 2006 and December 31, 2005, Boykin was in compliance with its covenants.

          7. TERM NOTES PAYABLE:

          Red Lion Inns Operating L.P. (“OLP”), a wholly-owned subsidiary of the Partnership, has a term loan agreement in the original amount of $130,000 which matures in June 2023 and may be prepaid without penalty after May 21, 2008. The outstanding balance as of June 30, 2006 and December 31, 2005 was $96,117 and $98,529, respectively. The loan bears interest at a fixed rate of 6.9% until May 2008, and at a new fixed rate to be determined thereafter. The loan requires principal repayment based on a 25-year amortization schedule. As of June 30, 2006 and December 31, 2005, the loan was secured by six Doubletree hotels with a net carrying value of $179,387 and $182,867, respectively. Under covenants in the loan agreement, assets of OLP are not available to pay the creditors of any other Boykin entity, except to the extent of permitted cash distributions from OLP to Boykin. Likewise, the assets of other Boykin entities are not available to pay the creditors of OLP. The loan agreement also requires OLP to hold funds in escrow for the payment of capital expenditures, insurance, interest and real estate taxes and requires OLP to maintain certain financial reporting requirements. OLP was in compliance with these requirements at June 30, 2006 and December 31, 2005.

          During 2006, Marathon Partners obtained a term loan in the amount of $7,800. The loan is secured by the Banana Bay Resort & Marina – Marathon which has a net carrying value of $11,948 as of June 30, 2006. The principal balance of the loan is to be repaid upon maturity during January 2008. The loan bears interest at a rate that fluctuates at prime plus 0.75% (9.0% at June 30, 2006). The loan agreement requires certain financial reporting requirements. The joint venture was in compliance with these requirements at June 30, 2006.

          Boykin Holding, LLC (“BHC”), a wholly-owned subsidiary of the Partnership, had a term loan agreement for which the outstanding balance of $91,125 was repaid during the second quarter of 2005. The term loan bore interest at a rate that fluctuated at LIBOR plus 2.35%.

          As a part of normal business activities, Boykin has issued letters of credit through major banking institutions as required by certain debt and insurance agreements. As of June 30, 2006, there were no outstanding letters of credit. As of June 30, 2006, Boykin had not entered into any other significant off-balance sheet financing arrangements.

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     Maturities of the term notes payable at June 30, 2006 were as follows:

2006	$	1,754
2007		4,448
2008		12,588
2009		5,134
2010		5,505
2011 and thereafter		74,488
	$	103,917

          8. RELATED PARTY TRANSACTIONS:

          Management and other fees earned by BMC for the continuing operations of the consolidated hotels related to provisions within the hotel management contracts totaled $1,246 and $2,785 for the three and six months ended June 30, 2006, respectively, and $1,570 and $3,100 for the three and six month periods ended June 30, 2005, respectively. Management fees earned by BMC related to discontinued operations totaled $132 and $342 for the three and six month periods ended June 30, 2006, respectively, and $110 and $310 for the three and six month periods ended June 30, 2005, respectively. An additional $8 and $28 were paid in 2006 and 2005, respectively, for other services provided pursuant to the management agreements. The management agreements between Boykin and BMC were approved by the independent members of Boykin’s Board of Directors. Boykin had related party payables to BMC of $1,046 and $1,145 as of June 30, 2006 and December 31, 2005, respectively, primarily related to management fees and reimbursements of expenses on behalf of the hotel properties. Included within the June 30, 2006 payable balance is $197 related to insurance proceeds received by Boykin related to a property owned by Robert W. Boykin.

          Boykin Chicago, L.L.C. had entered into a management agreement with a wholly-owned subsidiary of BMC to manage Hotel 71 prior to its sale. Management and other fees earned by the subsidiary during 2005, prior to the sale of Hotel 71, totaled $60.

          For the three and six months ended June 30, 2006, Boykin paid a wholly-owned subsidiary of BMC $35 and $62, respectively, for design and project management services and for reimbursement of expenses related to capital improvements at its consolidated hotels. During 2001, a subsidiary of BMC sold a portion of its business to an unrelated third party. A portion of the sales price is contingent upon the revenues the business receives from Boykin. For the six months ended June 30, 2006 and 2005 an additional $4 and $1, respectively, of sales proceeds was provided to BMC as a result of purchases made by Boykin.

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

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

          9. STATEMENT OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

          As of June 30, 2006 and December 31, 2005, there were $1,188 of preferred share dividends which were declared but not paid.

          Interest paid during the six month periods ended June 30, 2006 and 2005 was $6,239 and $6,584, respectively. For the six months ended June 30, 2006, approximately $59 of the interest paid was capitalized as a part of the Captiva Villas development project.

          Cash flows from discontinued operations are combined with the cash flows from continuing operations in the consolidated statements of cash flows. For 2006, cash flows related to discontinued operations approximated $2,948. For 2005, cash flows related to discontinued operations approximated $30,367, including $27,357 of proceeds from sales of fixed assets.

          10. INCOME TAXES:

          Boykin qualifies as a REIT under Sections 856-860 of the Internal Revenue Code. As a REIT, Boykin is entitled to a dividends paid deduction for certain shareholder distributions, which deduction reduces its taxable income. Boykin is required to pay corporate income taxes on the income, if any, of its TRS subsidiaries and on any REIT taxable income after the effect of dividend paid deductions. In certain cases, dividends paid during the immediately subsequent year may be applied to the prior year’s dividends paid deduction; however, an excise tax may be applicable based on the timing of such distributions. During 2005, Boykin had REIT taxable income in excess of the dividends paid during 2005. Boykin therefore intends to designate the preferred dividends paid during January, April and July of 2006 as 2005 dividends. Further, Boykin anticipates paying common share dividends of approximately $10,000 which will be designated as a 2005 dividend and, in the event the merger is approved by Boykin’s common shareholders, Boykin expects to pay common share dividends equal to its estimated taxable income for the period January 1, 2006 through closing of the merger, which dividends will be paid the day prior to the closing of the merger.

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Payments and timing of dividends are subject to approval by the Board of Directors. Boykin recorded an excise tax expense in the fourth quarter of 2005 related to its anticipated distribution schedule. Boykin also anticipates that it will incur an Alternative Minimum Tax which was also recorded in the fourth quarter of 2005.

          Upon the effective date of the establishment of Boykin’s TRSs, the subsidiaries became subject to federal and state income taxes. Boykin’s TRSs account for income taxes in accordance with the provisions of SFAS No. 109, “Accounting for Income Taxes.” As of June 30, 2006, Boykin has a deferred tax asset of approximately $17,118, prior to any valuation allowance, related to the assumption of the retained deficit of certain leases upon the formation of the TRSs as well as the cumulative operating losses of the TRSs and their subsidiaries since their formation. Boykin has recorded a 100% valuation allowance against this asset due to the uncertainty of realization; therefore, no provision or benefit from income taxes is reflected in the accompanying consolidated statements of operations. As of June 30, 2006, the net operating loss carry-forwards have remaining lives of approximately 16 to 19 years.

          Certain of Boykin’s entities are required to pay various state and local franchise and income taxes which are based on amounts other than net income such as gross receipts or net worth. These amounts are reflected within corporate general and administrative expenses within the consolidated financial statements and have been deemed immaterial for disclosure for the applicable periods.

          11. SUBSQUENT EVENTS:

          In July 2006, Boykin Marco closed on the sale of Marco Island to Marriott Ownership Resorts, Inc. for a purchase price of $58,000. The net proceeds from the sale totaled approximately $57,170 and were used to repay the outstanding balance on the secured line of credit and for general corporate purposes. Boykin anticipates recording a gain on the sale of the property, net of minority interest, of approximately $25,332.

          Boykin’s Doubletree Guest Suites Melbourne Beach Oceanfront hotel, formerly known as the Melbourne Suites Beach Resort, resumed operations in July 2006. The hotel had been closed since suffering damage as a result of Hurricane Frances in September 2004.

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

OVERVIEW

          Boykin Lodging Company (“Boykin”), an Ohio corporation, is a real estate investment trust (“REIT”) that currently owns interests in 20 hotels throughout the United States. Boykin Hotel Properties, L.P., an Ohio limited partnership (the “Partnership”), is the operating partnership entity that transacts business and holds the direct and indirect ownership interests in our hotels. As of June 30, 2006, Boykin had an 85.5% ownership interest in, was the sole general partner of and conducted all of its business through the Partnership.

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

FORWARD LOOKING STATEMENTS

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

• Our ability to close the announced merger transaction;

• Leasing, management or performance of the hotels;

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

• Adequacy of reserves for renovation and refurbishment;

• Our financing plans;

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

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

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

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

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

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

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

SECOND QUARTER HIGHLIGHTS AND OUTLOOK FOR THE REMAINDER OF 2006

          During the second quarter, Boykin and the Partnership entered into a merger agreement with Braveheart Investors LP (“Braveheart Investors”), an affiliate of Westmont Hospitality Group and Cadim, Inc., a wholly-owned subsidiary of Caisse de depot et placement du Quebec. For each outstanding common share, our common shareholders will be entitled to receive merger consideration, determined pursuant to formulas set forth in the merger agreement, equal to $11.00 per share, less the per share amount of any pre-closing dividends paid by Boykin with respect to the common shares. The pre-closing dividends will be based upon Boykin’s estimated undistributed taxable income as of the closing date and are currently estimated to total approximately $3.00 per share. The exact amount of these pre-closing dividends will depend on a number of factors, including the amount of the Company’s taxable income before the Company merger effective time. Pursuant to the merger agreement, holders of depositary shares representing a 1/10^th interest in our 10 ¹/2% Class A Cumulative Preferred Shares, Series 2002-A will be entitled to receive $25.00 per depositary share, plus all accrued and unpaid dividends (whether or not declared).

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          Our Board of Directors has unanimously approved the merger agreement and has recommended the approval of the transaction by our common shareholders. Holders of common shares as of August 4, 2006 will be asked to vote on the proposed transaction at a special meeting that will be held on September 12, 2006. Completion of the transaction, which is expected to occur during September 2006, is contingent on customary closing conditions and the approval of our common shareholders. Availability of financing for the mergers is not a condition to Braveheart Investors’ obligations to close. Please see further discussion regarding risk factors surrounding the potential merger under “Risk Factors” below.

          In addition, immediately prior to the merger effective time, Boykin has agreed to sell, to entities controlled by Robert W. Boykin, interests in the Pink Shell Beach Resort and Spa and the Banana Bay Resort & Marina – Marathon. These sales are conditioned on the completion of the mergers and will not occur if the merger agreement is terminated or the mergers do not occur. The closing of the merger is not contingent upon these sales occurring.

          Revenue per available room (RevPAR) for the second quarter for all hotels owned or partially owned by Boykin as of August 8, 2006 and for all periods presented, excluding properties not operating during such periods due to damage caused by hurricanes, increased 3.7% to $74.01 from last year’s $71.38. The RevPAR increase is a result of an 8.2% increase in average daily rate to $106.76 from last year’s $98.71 and a decrease in occupancy to 69.3% during the second quarter of 2006 from 72.3% during the same period in the prior year. Refer to the “Results of Operations” section below for further discussion of our second quarter and year to date 2006 results compared to 2005.

          In July 2006, we closed on the sale of the Radisson Suite Beach Resort – Marco Island to Marriott Ownership Resorts, Inc. for a purchase price of $58.0 million. In July 2006, the Doubletree Guest Suites Melbourne Beach Oceanfront hotel, formerly known as the Melbourne Suites Beach Resort, resumed operations. The Hilton Melbourne Beach Oceanfront hotel is expected to resume operations in August 2006. The hotels were closed due to damage suffered as a result of Hurricane Frances in September 2004.

          On the development front, we are progressing with the final condominium hotel project at the Pink Shell Beach Resort and Spa. This project, Captiva Villas, will conclude the redevelopment of the resort and will contain 43 beach-front units. Construction commenced in late 2005 and is scheduled for completion in the first quarter of 2007. The units in the new building are being sold as condominiums, with the anticipation that the owners will put their unused room nights back to the resort by contract.

          Based upon our year to date results and our current booking trends, we are anticipating that the third quarter RevPAR for our entire portfolio will be 4.0% to 6.0% above the same period last year. Net income attributable to common shareholders per share is expected to range from $1.27 to $1.31 for the third quarter. We expect that our funds from operations attributable to common shareholders (“FFO”) could range between $0.10 and $0.14 per fully-diluted share for the third quarter. This guidance incorporates the impact of the sale of the Radisson Suite Beach Resort – Marco Island but does not incorporate any impact from further property disposition activity which may occur or the impact of the proposed merger. For a definition of FFO, a reconciliation of net income to FFO and why we believe FFO is an important measure to investors of a REIT’s financial performance, see the “Non-GAAP Financial Measures” section below.

          During the second quarter, our Board of Directors declared a dividend on our preferred shares of $6.5625 per preferred share or $0.65625 per depositary share. The dividends were payable to shareholders of record as of June 30, 2006 and were paid on July 14, 2006. The Board did not declare a common share dividend for the second quarter. In 2006, we expect to make common share dividend distributions sufficient to satisfy the distribution requirements relating to 2005 REIT taxable income. The declaration of the distribution must be made prior to September 14, 2006; however, the exact timing of payment will be dependent upon projections of cash available for distribution and other factors considered relevant by the Board of Directors.

CRITICAL ACCOUNTING POLICIES

Investment in Hotel Properties

          We review our hotel properties for impairment whenever events or changes in circumstances indicate the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions, new hotel construction in markets where the hotels are located or changes in the expected holding period of the property. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property are equal to or exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value is recorded and an impairment loss recognized. We did not believe that there were any factors or circumstances indicating impairment in the second quarter of 2006.

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

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Revenue recognition

     Hotel Condominium Revenues-

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

Percentage of completion — In 2006, we began recognizing revenue related to the Captiva Villas project under the percentage of completion method for units meeting specified criteria. Condominium project revenues and expenses are recognized on the percentage of completion method upon satisfaction of the following criteria: (a) construction is determined to be beyond a preliminary stage, (b) the buyer is not entitled to a refund except for nondelivery of the unit, (c) sufficient units are under binding contract to assure the entire property will not revert to rental property, (d) sales prices have been determined to be collectible, and (e) aggregate sales proceeds and costs can be reasonably estimated. In 2006, revenue was recognized under percentage of completion accounting as the Captiva Villas project had satisfied the criteria outlined above. Percentage of completion accounting involves the use of estimates for the relation of revenues on sold units to total revenues of the project, for determinations of sales price collectibility, and for total cost of the project. Revenue for units not meeting the criteria is recognized on the completed contract method.

     Insurance Recoveries –

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

We record insurance recoveries in an amount equal to the losses recorded by the property being covered as the losses are recognized until such time as those recoveries are deemed not probable or reasonably estimable. Amounts in excess of those losses are recognized to the extent that cash has been received or a settlement has been reached and the amount is not considered to be an advance on future losses. Business interruption recoveries are reflected as other hotel revenues within the consolidated financial statements. Property insurance recoveries are reflected as gain on sale/disposal of assets within the consolidated financial statements. Fees due to service providers in connection with casualty insurance recoveries are reflected as reductions in the gain recognized. Fees due to service providers related to business interruption insurance recoveries are reflected as corporate general and administrative expenses within the consolidated financial statements.

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

FINANCIAL CONDITION

June 30, 2006 Compared to December 31, 2005

          Included in restricted cash as of December 31, 2005 was $22.7 million of funds from the sale of the Hampton Inn San Diego Airport/Sea World which were held by a third party intermediary for potential use in a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code. During January 2006, the potential like-kind exchange was cancelled, and the cash held by the third party intermediary was released from restricted and transferred into operating cash.

          As a result of the progress made regarding the Captiva Villas project at the Pink Shell Beach Resort and Spa, as of June 30, 2006, outstanding accounts receivable related to the recognition of revenue for the units based upon the percentage of completion method totaled $1.2 million. Deposits received from the pre-sales totaling $4.6 million are recorded as accounts payable and accrued expenses as of June 30, 2006. The portion of the deposits available for use as payment of construction costs approximated $2.2 million. The remaining portion that is not available is reflected in restricted cash. Costs incurred in the preparation for and the commencement of construction of the units in excess of revenue recognized totaled $5.3 million and $1.9 million as of June 30, 2006 and December 31, 2005, respectively, and are reflected in the consolidated balance sheets as other assets.

RESULTS OF OPERATIONS

Quarter Ended June 30, 2006 Compared to Quarter Ended June 30, 2005

          Total revenues from continuing operations increased slightly to $51.3 million for the second quarter 2006 versus $51.2 million for the same period in 2005. Hotel revenues for the three months ended June 30, 2006 were $51.0 million, slightly lower than $51.1 million in hotel revenues for the same period in 2005. Included in second quarter 2005 hotel revenues is $1.3 million of business interruption insurance recoveries related to the two Melbourne properties which were closed at the time. There were no revenues or insurance recoveries recorded related to the two Melbourne hotels during the second quarter of 2006. Included in 2006 hotel revenues is approximately $0.6 million related to the Banana Bay Resort & Marina which was acquired earlier in 2006. For further information regarding changes in hotel revenues, see the

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table below which illustrates the key operating statistics of our hotels, including RevPAR. Offsetting the decrease in hotel revenues is the $0.2 million inclusion of revenues from condominium development and unit sales as a result of the progress made on the Captiva Villas project during 2006.

          Hotel operating profit margins, defined as hotel operating profit (hotel revenues less hotel operating expenses) as a percentage of hotel revenues, of the consolidated hotels operated under the TRS structure included in continuing operations for the second quarter of 2006 were 29.0%, a decrease from 30.3% for the second quarter of 2005. Excluding all business interruption amounts from 2006 and 2005 and the Banana Bay Resort & Marina which was acquired during 2006, hotel operating profit margins for the portfolio increased to 29.9%, from 29.5% in 2005.

          Property taxes, insurance and other increased approximately $0.5 million to $4.6 million for the second quarter of 2006 versus the second quarter of 2005, primarily as a result of increases in insurance costs due to rising insurance rates.

          Cost of condominium development and unit sales of $0.2 million for the second quarter of 2006 related to the progress of the Captiva Villas project. There were no similar costs recorded during the second quarter of 2005 as the project had not met established criteria at that time.

          Corporate general and administrative expenses for the second quarter of 2006 increased approximately $0.2 million from the same period in 2005. During the second quarter of 2006, the Company incurred professional fees and expenses related to the proposed merger totaling approximately $2.6 million versus approximately $0.4 million during the second quarter of 2005. These increased costs were partially offset by a decrease in compensation expense of approximately $1.9 million from the second quarter of 2005. Contributing to this decline was $1.0 million of non-recurring second quarter 2005 expenses related to compensation plans and agreements which were contingent or valued based upon our common share price combined with a $0.9 million decline in second quarter 2006 bonus expense from 2005 as a result of the reversal of a portion of the 2005 bonus accrual.

          Interest income decreased approximately $0.3 million during the quarter ended June 30, 2006 versus the second quarter of 2005 as a result of lower amounts of cash and restricted cash on hand throughout the period as well as the decrease in the fair market value of the employee deferred compensation rabbi trust accounts, versus increases during the prior year period.

          Interest expense decreased from $3.0 million to $2.7 million from the second quarter of 2005 to the second quarter of 2006 as a result of the payoff of the outstanding balance of the original $108.0 million term loan during the second quarter of 2005 partially offset by the addition of the loan supporting the Banana Bay Resort & Marina – Marathon acquired during 2006 and an approximate $32.3 million increase in the weighted average outstanding balance on our credit facility at an approximate 1.6% higher weighted average interest rate.

          Amortization of deferred financing costs increased approximately $0.2 million to $0.5 million from the second quarter of 2005 to the second quarter of 2006 primarily as a result of the increased deferred costs to be amortized associated with the second quarter 2005 expansion of the secured credit facility which were partially offset by the absence of the amortization of the deferred costs related to the original $108.0 million term loan which was repaid during the second quarter of 2005.

          As a result of the above, second quarter 2006 resulted in net loss before discontinued operations of $1.2 million compared with $0.2 million in the same period last year.

          In accordance with SFAS No. 144, the results of operations of the French Lick Springs Resort and Spa and the Clarion Hotel & Conference Center sold during 2005, the joint venture which owned and leased out the Hampton Inn San Diego Airport/Sea World sold in 2005, and the Radisson Suite Beach Resort – Marco Island which was held for sale as of June 30, 2006 for the three months ended June 30, 2006 and 2005, have been reclassified as discontinued operations in the accompanying financial statements. Please refer to note 5 of our Notes to Consolidated Financial Statements included within this Quarterly Report on Form 10-Q for a summary of such operations.

Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

          Total revenues from continuing operations increased to $100.0 million for the first six months of 2006 versus $99.6 million for the same period in 2005. Hotel revenues for the six months ended June 30, 2006 were $98.7 million, a 0.8% decrease from $99.4 million in hotel revenues for the same period in 2005. Included in hotel revenues for the first six months of 2005 is $1.3 million related to a business interruption insurance claim for a property which had rooms out of service as a result of a remediation project during 2003, the first half of 2004 and 2005, as well as $4.0 million of business interruption insurance recoveries related to the two Melbourne properties which were closed at the time. There were no revenues or insurance recoveries recorded related to the two Melbourne hotels during the first six months of 2006 and only approximately $21,000 of business interruption insurance recoveries related to the property which was remediated. Included in 2006 hotel revenues is approximately $1.1 million related to the Banana Bay Resort & Marina which was acquired during the first quarter of 2006. For further information regarding changes in hotel revenues, see the table below which illustrates the key operating statistics of our hotels, including RevPAR. Offsetting the decrease in hotel revenues is the $1.2 million inclusion of revenues from condominium development and unit sales as a result of the progress made on the Captiva Villas project during 2006.

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          Hotel operating profit margins, defined as hotel operating profit (hotel revenues less hotel operating expenses) as a percentage of hotel revenues, of the consolidated hotels operated under the TRS structure included in continuing operations for the first six months of 2006 were 27.5%, a decrease from 30.7% for the first six months of 2005. Excluding all business interruption amounts from 2006 and 2005 and the Banana Bay Resort & Marina which was acquired during 2006, hotel operating profit margins for the portfolio increased to 28.1%, from 27.7% in 2005.

          Property taxes, insurance and other increased approximately $0.7 million to $9.1 million for the first six months of 2006 versus the first six months of 2005, primarily as a result of increases in insurance costs due to rising insurance rates partially offset by refunds and reductions related to property taxes.

          Cost of condominium development and unit sales of $1.1 million for the first six months of 2006 related to the progress of the Captiva Villas project. There were no similar costs recorded during the first six months of 2005 as the project had not met established criteria at that time.

          Corporate general and administrative expenses for the first six months of 2006 increased approximately $1.0 million from the same period in 2005. During the first six months of 2006, the Company incurred professional fees and expenses related to the proposed merger totaling approximately $3.3 million versus approximately $0.4 million during the first six months of 2005. These increased costs were partially offset by a decrease in compensation expense of approximately $1.9 million from the first six months of 2005. Contributing to this decline was $1.1 million of non-recurring 2005 expenses related to compensation plans and agreements which were contingent or valued based upon our common share price combined with a $0.8 million decline in 2006 bonus expense from 2005 as a result of the reversal of a portion of the 2005 bonus accrual.

          Interest income increased approximately $0.2 million during the six months ended June 30, 2006 versus the first six months of 2005 primarily as a result of increases in the fair market value of the employee deferred compensation rabbi trust accounts versus decreases during the prior year period.

          Interest expense decreased from $6.2 million to $5.6 million from the first six months of 2005 to the first six months of 2006 as a result of the payoff of the outstanding balance of the original $108.0 million term loan during 2005 partially offset by the addition of the loan supporting the Banana Bay Resort & Marina – Marathon acquired during 2006, the recognition of $0.2 million of interest expense related to the deferred gain recognition on the 2005 sale of the San Diego property and an approximate $29.5 million increase in the weighted average outstanding balance on our credit facility at an approximate 2.2% higher weighted average interest rate.

          Amortization of deferred financing costs increased approximately $0.3 million to $0.9 million from the first six months of 2005 to the first six months of 2006 primarily as a result of the increased deferred costs to be amortized associated with the second quarter 2005 expansion of the secured credit facility which were partially offset by the absence of the amortization of the deferred costs related to the original $108.0 million term loan which was repaid during the second quarter of 2005.

          Equity in income of unconsolidated joint ventures including gain on sale decreased approximately $10.9 million from the first six months of 2005 to the first six months of 2006. The results of the first six months of 2005 included the recognition of our share of the gain on the sale of Hotel 71, which was owned by one of our unconsolidated joint ventures.

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

          As a result of the above, the first six months of 2006 resulted in net loss before discontinued operations of $3.7 million compared with net income before discontinued operations of $15.0 million in the same period last year.

          In accordance with SFAS No. 144, the results of operations of the French Lick Springs Resort and Spa and the Clarion Hotel & Conference Center sold during 2005, the joint venture which owned and leased out the Hampton Inn San Diego Airport/Sea World sold in 2005, and the Radisson Suite Beach Resort – Marco Island which was held for sale as of June 30, 2006 for the six months ended June 30, 2006 and 2005, have been reclassified as discontinued operations in the accompanying financial statements. Please refer to note 5 of our Notes to Consolidated Financial Statements included within this Quarterly Report on Form 10-Q for a summary of such operations.

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Non-GAAP Financial Measures

     We use certain non-GAAP financial measures, funds from operations attributable to common shareholders (“FFO”) and earnings before interest, taxes, depreciation and amortization (“EBITDA”), which are measures of our historical financial performance that are not calculated and presented in accordance with GAAP. The following discussion defines these terms and describes why we believe they are useful measures of our performance as well as provides a reconciliation from GAAP measures to these non-GAAP measures for each of the three and six month periods ended June 30, 2006 and 2005.

          Neither FFO nor EBITDA represent cash generated from operating activities as determined by GAAP and neither should be considered as an alternative to GAAP net income as an indication of the Company’s financial performance or to cash flow from operating activities as determined by GAAP as a measure of liquidity, nor is either indicative of funds available to fund cash needs, including the ability to make cash distributions. FFO and EBITDA may include funds that may not be available for the Company’s discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions, and other commitments and uncertainties.

FFO

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

          We compute FFO in accordance with our interpretation of standards established by NAREIT which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the NAREIT definition differently than we do.

          The following is a reconciliation between net income (loss) and FFO for the three and six months ended June 30, 2006 and 2005, respectively (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Net income (loss)	$	(475	)	$	7,227		$	(1,327	)	$	23,119
Minority interest		(434	)		934			(912	)		3,389
Gain on sale/disposal of assets		(6	)		(7,856	)		(6	)		(14,732	)
Gain on sale/disposal of individual assets included in discontinued operations		(133	)		(366	)		(672	)		(366	)
Real estate related depreciation and amortization		5,179			5,470			10,393			10,941
Real estate related depreciation and amortization included in discontinued operations		149			394			373			1,005
Equity in income of unconsolidated joint ventures including gain on sale		(209	)		(93	)		(212	)		(11,159	)
FFO adjustment related to joint ventures		345			204			463			(190	)
Preferred dividends declared		(1,188	)		(1,188	)		(2,376	)		(2,376	)
Funds from operations after preferred dividends	$	3,228		$	4,726		$	5,724		$	9,631
Less: Funds from operations related to minority interest		430			634			763			1,292
Funds from operations attributable to common shareholders	$	2,798		$	4,092		$	4,961		$	8,339

EBITDA

          We believe that EBITDA is helpful to investors and management as a measure of the performance of the Company because it provides an indication of the operating performance of the properties within the portfolio and is not impacted by the capital structure of the REIT.

          The following is a reconciliation between operating income and EBITDA for the three and six months ended June 30, 2006 and 2005, respectively (in thousands):

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	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Operating income	$	1,077		$	2,124		$	756		$	5,209
Interest income		92			422			597			434
Other income		—			—			16			—
Real estate related depreciation and amortization		5,179			5,470			10,393			10,941
EBITDA attributable to discontinued operations		920			995			2,431			2,450
Company’s share of EBITDA of unconsolidated joint ventures		503			423			788			500
EBITDA applicable to joint venture minority interest		(104	)		(32	)		(192	)		(64	)
EBITDA	$	7,667		$	9,402		$	14,789		$	19,470

Key Hotel Operating Statistics

          The following table illustrates key operating statistics of our portfolio for the three and six months ended June 30, 2006 and 2005:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
All Hotels (17 hotels) (a)
Hotel revenues (in thousands)	$	52,870		$	52,053		$	101,856		$	99,336
RevPAR	$	74.01		$	71.38		$	71.23		$	67.72
Occupancy		69.3	%		72.3	%		67.4	%		68.0	%
Average daily rate	$	106.76		$	98.71		$	105.69		$	99.55
Comparable Hotels (16 hotels) (b)
Hotel revenues (in thousands)	$	50,448		$	49,831		$	97,542		$	95,427
RevPAR	$	72.70		$	70.47		$	70.30		$	67.12
Occupancy		68.6	%		71.7	%		66.9	%		67.6	%
Average daily rate	$	105.96		$	98.34		$	105.06		$	99.23

(a)	Includes all hotels owned or partially owned by Boykin as of August 8, 2006 and for all periods presented, excluding properties not operating during such periods due to damage caused by hurricanes.
(b)	Includes consolidated hotels owned or partially owned by Boykin as of August 8, 2006 and for all periods presented and operated under the TRS structure, excluding properties not operating during such periods due to damage caused by hurricanes.

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LIQUIDITY AND CAPITAL RESOURCES

          While the merger agreement is in effect, we are required to operate in the ordinary course and are prohibited from taking certain actions without Braveheart Investor’s consent. The merger agreement contains significant limitations on our operations pending the closing of the merger.

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

• Competition for guests from other hotels;

• Adverse effects of general and local economic conditions;

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

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

• Impact of the financial difficulties of the airline industry;

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

• Weather-related issues;

• Increases in supply of rooms as a result of the construction of new hotels; and

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

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

• Competition from other condominium projects;

• Construction delays;

• Reliance on contractors and subcontractors;

• Construction cost overruns;

• Market pressures surrounding pricing of condominium units and their effect on condominium purchasers willingness to close on the sales; and

• The ability of the condominium purchasers to secure financing.

          As of June 30, 2006, we had $12.2 million of unrestricted cash and cash equivalents, $7.1 million of restricted cash for the payment of capital expenditures, real estate taxes, interest and insurance and $2.4 million of restricted cash representing deposits on condominium sales.

          We have a $100.0 million credit facility ($34.0 million outstanding as of June 30, 2006) to fund acquisitions of additional hotels, renovations and capital expenditures, and for our working capital needs, subject to limitations contained in the credit agreement. The borrowing base availability under the credit facility was $99.2 million at June 30, 2006. The facility was reduced to $60.0 million effective July 1, 2006, and the outstanding balance was repaid in full on July 20, 2006. For information relating to the terms of our credit facility and our term note please see Notes 6 and 7, respectively, of the Notes to Consolidated Financial Statements of Boykin Lodging Company included in this Quarterly Report on Form 10-Q.

          The credit facility contains covenants regarding overall leverage and debt service coverage. At June 30, 2006, we were in compliance with the covenants of the credit facility. No assurance can be made that we will comply with such covenants in the future. Our $130.0 million term note payable and our $7.8 million term note payable are comprised of property-specific mortgages and have only financial reporting covenants. There were outstanding borrowings at June 30, 2006 totaling $103.9 million against our term notes payable.

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

          We have considered our short-term (defined as one-year or less) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We expect our principal short-term liquidity needs will be to fund normal recurring expenses, debt service requirements, development projects, distributions on the preferred shares, expected common share dividends and any distribution required to maintain our REIT status. We anticipate that these needs will be met with cash on hand, cash flows provided by operating activities, cash availability under the credit facility, new borrowings, and proceeds from dispositions of non-core assets. We also

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consider capital improvements, construction, and property acquisitions as short-term needs that can be funded either with cash flows provided by operating activities, by utilizing availability under our credit facility, or from proceeds from additional financings.

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

          Based upon its review of the Company’s liquidity and capital requirements, the Board of Directors did not declare a dividend with respect to our common shares for the second quarter of 2006. Pursuant to the terms of our credit facility, we are limited to distributing not more than 75% of FFO attributable to common shareholders unless such distributions are required for us to maintain our REIT status or to offset the need to pay federal income taxes. The credit facility does not limit distributions to preferred shareholders. The timing and amount of any declaration of a common share dividend will depend on various factors, including the continued improving performance of our hotels, our projected cash available for distribution, our projected taxable income, and other factors that our Board of Directors considers relevant. Currently, we expect to continue to pay a regular quarterly dividend on our preferred shares. Also during 2006, we expect to make common share dividend distributions sufficient to offset the need to pay additional tax on 2005 REIT taxable income.

Capital Projects

          For the six months ended June 30, 2006, we spent approximately $25.1 million for capital and technology improvements at our hotels, excluding property acquisitions. This amount included planned refurbishments and replacements at selected existing hotels and approximately $22.8 million related to the reconstruction of the two Melbourne, Florida properties damaged as a result of Hurricane Frances. We anticipate spending an additional $2.5 million to $3.5 million related to capital expenditures for the remainder of 2006, plus approximately $4 million relating to the hurricane-damaged properties.

          Construction of the Captiva Villas development project at the Pink Shell commenced during the fourth quarter of 2005. We expect to fund construction costs using a combination of cash available from operations and borrowings on our credit facility, as well as deposits received pursuant to the sales contracts.

Off Balance Sheet Arrangements

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

Cash Flows

          Cash flows from discontinued operations are combined with the cash flows from continuing operations in the Consolidated Statements of Cash Flows within Boykin’s consolidated financial statements. For the six months ended June 30, 2006 and 2005, cash flows related to discontinued operations approximated $2.9 million and $30.4 million, respectively. The 2005 amount includes approximately $27.6 million of property sale proceeds. Property sales can give rise to taxable income, which results in a requirement to either distribute the income to shareholders or pay corporate tax. Additionally, if sale proceeds are not reinvested into new properties, cash flows from operations could be negatively impacted. The 2005 and 2006 sales of properties are not expected to have a material impact on the future liquidity and capital resources of the Company.

INFLATION

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

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

SEASONALITY

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

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COMPETITION AND OTHER ECONOMIC FACTORS

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

          Our portfolio is susceptible to disproportionate impacts from changes in Florida tourism, weather-related items and other regional effects on operating costs because five of the 20 properties in which we currently have an interest are located in Florida.

          As a portion of the lodging industry’s sales are based upon business, commercial and leisure travel, changes in general economic conditions, demographics, or local business economies, could affect these and other travel segments. This may affect demand for rooms, which would affect hotel revenues.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

          Our primary market risk exposure consists of changes in interest rates on borrowings under our secured credit facility and our $7.8 million loan that bear interest at variable rates that fluctuate with market interest rates.

          We have entered into both variable and fixed rate debt arrangements to allow us to optimize the balance of using variable rate debt versus fixed rate debt. Our variable rate debt allows us to maximize financial flexibility when selling properties and minimize potential prepayment penalties typical of fixed rate loans. Our $130.0 million, 6.9% fixed rate term note allows us to minimize our interest rate risk exposure. Approximately 70% of our outstanding debt at June 30, 2006, was fixed-rate in nature, compared with 71% at December 31, 2005. The weighted average interest rate of our variable rate debt and total debt as of June 30, 2006 was 9.1% and 7.6%, respectively.

          Our share of debt under our unconsolidated joint venture with Concord Hospitality Enterprises of approximately $9.0 million at June 30, 2006 is fixed at a rate of 5.99% per annum.

          We review interest rate exposure continuously in an effort to minimize the risk of interest rate fluctuations. It is our policy to manage our exposure to fluctuations in market interest rates on our borrowings through the use of fixed rate debt instruments, to the extent that reasonably favorable rates are obtainable with such arrangements, and after considering the need for financial flexibility related to our debt arrangements. We may enter into forward interest rate agreements, or similar agreements, to hedge our variable rate debt instruments where we believe the risk of adverse changes in market rates is significant. As of June 30, 2006, we do not have any material market-sensitive financial instruments.

          We do not believe that changes in market interest rates will have a material impact on the performance or fair value of our hotel portfolio because the value of our hotel portfolio is based primarily on the operating cash flow of the hotels, before interest expense charges. However, a change of ¹/4% in the index rate to which our variable rate debt is tied would change our annual interest incurred by $0.1 million, based upon the balances outstanding on our variable rate instruments at June 30, 2006.

          Using sensitivity analysis to measure the potential change in fair value of financial instruments based on changes in interest rates, we have determined that a hypothetical increase of 1% in the interest rates for instruments with similar maturities would decrease the fair market value of our fixed rate debt by approximately $1.6 million as compared with the fair market value at June 30, 2006, which was approximately $1.2 million lower than the carrying value.

ITEM 4. CONTROLS AND PROCEDURES

          As of June 30, 2006, an evaluation was performed under the supervision and with the participation of the principal executive and financial officers with regard to the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)). Based upon the evaluation, they concluded that our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in this Quarterly Report was recorded, processed, summarized and reported on a timely basis.

          There were no changes in our internal control over financial reporting during the quarter ended June 30, 2006 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          The nature of our operations exposes us to the risk of claims and litigation in the normal course of business.

          With regard to the case entitled Boykin Hotel Properties, L.P. vs. Liberty Mutual Fire Insurance Company, filed in the Court of Common Pleas, Cuyahoga County, Ohio on November 16, 2005, Case No. CV 05 577457 and removed to the United States District Court, Northern District of Ohio, Eastern Division on December 22, 2005, Case No. 1:05cv2949 (as further described in our Annual Report on Form 10-K for the year ended December 31, 2005), the initial case management conference occurred on March 22, 2006 and initial discovery has commenced. Although the outcome of the described matter cannot be determined, management does not expect the ultimate resolution of this matter to have a material adverse effect on our financial position, operations or liquidity.

          Three shareholder complaints have been filed against each of our directors and the Company, individually and as class actions on behalf of all shareholders of the Company, in the Court of Common Pleas of Cuyahoga County, Ohio. The complaints are captioned Delduco v. Adams, et al., Case No. CV 06 593403 (filed June 6, 2006), Armstrong v. Boykin, et al., Case No. CV 06 593497 (filed June 7, 2006), and Fink v. Boykin Lodging Co., et al., Case No. CV 06 593603 (filed June 9, 2006), respectively. The Delduco complaint, in its derivative aspect, also purports to be brought on behalf of the Company. The plaintiffs in each complaint allege that they are owners of our common shares. The complaints allege, among other things, that the directors of the Company breached their fiduciary duties in connection with the proposed transaction by failing to maximize shareholder value and engaged in self-dealing by approving transactions that purportedly benefit Mr. Boykin, including the sales of the Company’s interests in the Pink Shell Beach Resort and Spa and the Banana Bay Resort & Marina — Marathon, at the expense of our public shareholders. Among other things, the complaints seek to enjoin the Company and its directors from proceeding with or consummating the mergers and to rescind, to the extent already implemented, the merger agreement and related transactions. The current understanding is that the earliest-filed action, Delduco, will be the basis for all further proceedings. Defendants have answered the Delduco complaint, as amended, denying the material allegations and raising affirmative defenses. Discovery has commenced. Based on the facts known to date, the defendants believe that the claims asserted are without merit and intend to defend these suits vigorously.

          The Company is not presently subject to any other material litigation nor, to the Company’s knowledge, is any other litigation threatened against the Company, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the liquidity, results of operations or business or financial condition of the Company.

ITEM 1A. RISK FACTORS

Risks Related to the Mergers

While the merger agreement is in effect, we are subject to business uncertainties and significant restrictions on our business activities that may have a negative impact on our operating results.

          Uncertainty about the effect of the mergers on employees and contractors, including management companies, may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the merger is consummated, and could cause contractors and others that deal with us to defer decisions concerning us, or seek to change existing business relationships with us. While the merger agreement is in effect, we are subject to significant restrictions on our business activities and must generally operate our business in the ordinary course (subject to certain exceptions or the consent of Braveheart Investors). These interim operating covenants are described in our proxy statement under the caption, “The Merger Agreement — Conduct of Our Business Pending the Mergers.” Because of these restrictions on our business activities, our ability to capitalize on growth and other business opportunities, to make other capital expenditures except as agreed with Braveheart Investors, and to sell assets will be limited, which could have a material adverse effect on our future results of operations or financial condition.

Failure to complete the mergers may negatively impact our stock price, future business and financial results.

          There is no assurance that the merger agreement will be approved and adopted by our common shareholders, and there is no assurance that the other conditions to the completion of the mergers will be satisfied. Many of these conditions precedent are outside of our control. If the mergers are not completed, we will be subject to several risks, including the following:

• under certain circumstances, if the mergers are not completed, we may be required to pay Braveheart Investors a termination fee of $8.0 million or to reimburse Braveheart Investors for its out-of-pocket expenses in connection with the mergers, up to $3.5 million (although any termination fee payable would be net of reimbursed expenses);

26

• the current market price of our common shares may reflect a market assumption that the mergers will occur, and a failure to complete the mergers could result in a negative perception by the stock market of us generally and a decline in the market price of our shares;

• certain costs relating to the mergers, such as legal, accounting and financial advisory fees, are payable by us whether or not the mergers are completed;

• there may be substantial disruption to our business and a distraction of our management and employees from day-to-day operations, because matters related to the merger may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial to us; and

• we would continue to face the risks that we currently face as an independent company.

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

          None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

ITEM 5. OTHER INFORMATION

          None.

27

ITEM 6. EXHIBITS

2.1	(f)	Agreement and Plan of Merger
3.1	(a)	Amended and Restated Articles of Incorporation, as amended
3.2	(b)	Code of Regulations
3.3	(c)	Amendment to the Company’s Articles of Incorporation for the 10-1/2% Class A Cumulative Preferred shares, Series 2002-A
4.1	(b)	Specimen Share Certificate
4.2	(a)	Dividend Reinvestment and Optional Share Purchase Plan
4.3	(d)	Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin Lodging Company and National City Bank, as rights agent
4.3a	(e)	Amendment to Shareholder Rights Agreement dated as of December 31, 2001, between Boykin Lodging Company and National City Bank
4.3b	(f)	Second Amendment to Shareholder Rights Agreement dated as of May 19, 2006, between Boykin Lodging Company and National City Bank
4.4	(c)	Form of Preferred Share Certificate
4.5	(c)	Form of Depositary Receipt
10.1		Hotel Purchase Agreement between Boykin Marco LLC, as Seller and Marriott Ownership Resorts, Inc., as Buyer
10.2	(f)	First Amendment to Third Amended and Restated Agreement of Limited Partnership of Boykin Hotel Properties, L.P.
10.3	(f)	Directors’ Deferred Compensation Plan (As Amended and Restated Effective May 19, 2006)*
10.4	(f)	Limited Liability Company Interests and Asset Purchase Agreement related to the Pink Shell Beach Resort & Spa
10.5	(f)	Limited Liability Company Interests Purchase Agreement related to Marathon Partners Manager LLC
10.6	(f)	Agreement and Guaranty by Westbridge Hospitality Management Limited, as general partner of Westbridge Hospitality Fund, L.P., in favor of Boykin Lodging Company
10.7	(g)	Amendment to Boykin Lodging Company Long-Term Incentive Plan dated June 20, 2006*
31.1		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(a)	Incorporated by reference from Boykin’s Form 10-Q for the quarter ended June 30, 1999.
(b)	Incorporated by reference from Amendment No. 3 to Boykin’s Registration Statement on Form S-11 (Registration No. 333-6341) (the “Form S-11”) filed on October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11.
(c)	Incorporated by reference from Boykin’s Registration Statement on Form 8-A filed on October 3, 2002.
(d)	Incorporated by reference as Exhibit 1 from Boykin’s Registration Statement on Form 8-A filed on June 10, 1999.
(e)	Incorporated by reference from Boykin’s Form 8-K filed on January 14, 2002.
(f)	Incorporated by reference from Boykin’s Form 8-K filed on May 22, 2006.
(g)	Incorporated by reference from Boykin’s Form 8-K filed on June 23, 2006.
*	Compensatory plan or arrangement

28

SIGNATURES

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

August 8, 2006	/s/ Robert W. Boykin
	Robert W. Boykin
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

August 8, 2006	/s/ Shereen P. Jones
	Shereen P. Jones Executive Vice President, Chief Financial and Investment Officer (Principal Accounting Officer)

EXHIBIT INDEX

2.1	(f)	Agreement and Plan of Merger
3.1	(a)	Amended and Restated Articles of Incorporation, as amended
3.2	(b)	Code of Regulations
3.3	(c)	Amendment to the Company’s Articles of Incorporation for the 10-1/2% Class A Cumulative Preferred shares, Series 2002-A
4.6	(b)	Specimen Share Certificate
4.7	(a)	Dividend Reinvestment and Optional Share Purchase Plan
4.8	(d)	Shareholder Rights Agreement, dated as of May 25, 1999, between Boykin Lodging Company and National City Bank, as rights agent
4.3a	(e)	Amendment to Shareholder Rights Agreement dated as of December 31, 2001, between Boykin Lodging Company and National City Bank
4.3b	(f)	Second Amendment to Shareholder Rights Agreement dated as of May 19, 2006, between Boykin Lodging Company and National City Bank
4.9	(c)	Form of Preferred Share Certificate
4.10	(c)	Form of Depositary Receipt
10.1		Hotel Purchase Agreement between Boykin Marco LLC, as Seller and Marriott Ownership Resorts, Inc., as Buyer
10.2	(f)	First Amendment to Third Amended and Restated Agreement of Limited Partnership of Boykin Hotel Properties, L.P.
10.3	(f)	Directors’ Deferred Compensation Plan (As Amended and Restated Effective May 19, 2006)*
10.4	(f)	Limited Liability Company Interests and Asset Purchase Agreement related to the Pink Shell Beach Resort & Spa
10.5	(f)	Limited Liability Company Interests Purchase Agreement related to Marathon Partners Manager LLC
10.6	(f)	Agreement and Guaranty by Westbridge Hospitality Management Limited, as general partner of Westbridge Hospitality Fund, L.P., in favor of Boykin Lodging Company
10.7	(g)	Amendment to Boykin Lodging Company Long-Term Incentive Plan dated June 20, 2006*
31.1		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification Pursuant to Rule 13a-14(a), in Accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(a)	Incorporated by reference from Boykin’s Form 10-Q for the quarter ended June 30, 1999.
(b)	Incorporated by reference from Amendment No. 3 to Boykin’s Registration Statement on Form S-11 (Registration No. 333-6341) (the “Form S-11”) filed on October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11.
(c)	Incorporated by reference from Boykin’s Registration Statement on Form 8-A filed on October 3, 2002.
(d)	Incorporated by reference as Exhibit 1 from Boykin’s Registration Statement on Form 8-A filed on June 10, 1999.
(e)	Incorporated by reference from Boykin’s Form 8-K filed on January 14, 2002.
(f)	Incorporated by reference from Boykin’s Form 8-K filed on May 22, 2006.
(g)	Incorporated by reference from Boykin’s Form 8-K filed on June 23, 2006.
*	Compensatory plan or arrangement

30

EX-10.1

                                                                    EXHIBIT 10.1

                            HOTEL PURCHASE AGREEMENT

          This Hotel Purchase Agreement (this "AGREEMENT") is made as of May 7,
2006, between Boykin Marco LLC, a Delaware limited liability company (the
"SELLER"), and Marriott Ownership Resorts, Inc., a Delaware corporation (the
"BUYER").

                                    RECITALS:

          A. Seller is the owner in fee simple of the real property described on
Exhibit A-1(1) (the "REAL PROPERTY");

          B. Seller leases the Hotel to Marco Leasing LLC ("LESSEE"), pursuant
to a Percentage Lease Agreement (the "PERCENTAGE LEASE"), dated as of August 25,
2003;

          C. The hotel described on Exhibit A-2 (the "HOTEL") is situated on the
Real Property;

          D. Seller's Manager (defined below) operates a hotel, meeting, and
food and beverage service business at the Hotel (the "HOTEL BUSINESS");

          E. The Hotel is managed by Boykin Management Company Limited Liability
Company (the "SELLER'S MANAGER"); pursuant to the terms and conditions of a
Management Agreement (the "MANAGEMENT AGREEMENT"), dated August 25, 2003,
between Lessee and Seller's Manager.

          F. The Hotel is operated pursuant to a License Agreement (the
"FRANCHISE AGREEMENT") dated as of August 29, 2003, with Radisson Hotels
International, Inc.

          G. Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, the Real Property, all improvements located thereon, including,
without limitation, the Hotel and substantially all of the assets of the Seller
that are used in the operation of the Hotel.

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

     SECTION 1. PURCHASE AND SALE OF THE PROPERTY.

          1.1. DESCRIPTION OF ASSETS. Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing (as hereafter defined),
Seller shall convey, sell, transfer, assign and deliver to Buyer and Buyer shall
purchase and take from Seller, all right, title and interest of Seller in and to
all of the assets, properties, rights (contractual or otherwise) and business of
Seller relating to the Hotel (other than the Excluded Assets, as hereafter
defined), including, without limitation, the following:

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



               (a) The Real Property, along with all appurtenant rights,
easements, rights of way and privileges relating thereto and all improvements on
or relating to the Real Property, including, but not limited to, the Hotel;

               (b) All fixtures, furniture, furnishings, fittings, equipment,
signage, machinery, appliances, vehicles and other articles of personal property
(together with all warranties relating thereto to the extent such warranties are
transferrable) located on the Real Property or in the Hotel as of the date of
this Agreement and used or usable in connection with any present or future
occupation or operation of all or any part of the Hotel (the "FIXTURES AND
TANGIBLE PERSONAL PROPERTY");

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

               (d) All china, glassware, linens and silverware used or held in
reserve storage at the Hotel for future use in connection with the operation of
the Hotel, which are on hand on the date hereof, subject to such depletion and
restocking as shall be made in the normal course of business after the date
hereof (the "OPERATING EQUIPMENT");

               (e) Those contracts, agreements, contract rights (including
warranties, to the extent transferable), license agreements, franchise rights
and agreements to which Seller is a party and used in conducting the business
and operations of the Hotel that are listed on Schedule 1.1(e) (the
"CONTRACTS");

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

               (g) All trademarks, trade names, names, service marks, symbols,
logos, franchise agreements, franchises, telephone and facsimile numbers and
internet domain addresses used in conducting the business and operations of the
Hotel, which Seller has the right to use and which are transferable;

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

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

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

               (k) Those leases, subleases and other occupancy agreements,
whether or not of record, which provide for the use or occupancy of space or
facilities on or relating to the Real Property or the Hotel that are listed on
Schedule 1.1(k) (the "TENANT LEASES"); and



               (l) Those leases of equipment or other tangible personal property
used in conducting the business and operations of the Hotel that are listed on
Schedule 1.1(l) (the "PERSONAL PROPERTY LEASES").

          All of the assets, properties, rights (contractual and otherwise) and
business to be conveyed, sold, transferred, assigned and delivered to Buyer
pursuant to this Section 1.1 are hereafter collectively referred to as the
"PURCHASED ASSETS". There shall be excluded from the assets, properties, rights
(contractual and otherwise) and business to be conveyed, sold, transferred,
assigned and delivered to Buyer pursuant to this Section 1.1 those items set
forth on Schedule 1.1(z) (the "EXCLUDED ASSETS"). Except as set forth in this
Agreement, including, without limitation, Section 7.4 hereof, the Purchased
Assets shall be delivered unencumbered, free of liens, charges and impositions.

     1.2. NON-ASSIGNMENT OF CERTAIN PURCHASED ASSETS. To the extent that the
assignment hereunder of any of the Contracts, any of the Tenant Leases or any of
the Personal Property Leases shall require the consent of any other party (or in
the event that any of the same shall be non-assignable), neither this Agreement
nor any action taken pursuant to its provisions shall constitute an assignment
or an agreement to assign if such assignment or attempted assignment would
constitute a breach thereof or result in the loss or diminution in value
thereof. Seller and Buyer shall use commercially reasonable efforts to obtain
any such required consent. If such consent is not obtained, Seller shall
cooperate with Buyer, with no additional out-of-pocket expense or liability to
Seller, in any commercially reasonable arrangement designed to provide for Buyer
the benefits of any such Contract, Tenant Lease or Personal Property Lease,
including, without limitation, enforcement, for the account and benefit of
Buyer, of any and all rights of Seller against any other person with respect
thereto. Notwithstanding the foregoing, Buyer shall assume all liabilities under
such Contracts, Tenant Leases and Personal Property Leases to the extent set
forth in Section 2.1 below.

     1.3 TERMINATION OF CONTRACTS. Notwithstanding anything to the contrary
contained herein, Buyer may, at its option, elect not to assume one or more of
the Contracts, Tenant Leases and Personal Property Leases by delivering written
notice identifying the Contracts Buyer does not desire to assume at least thirty
two (32) days prior to the Closing Date (the ("REJECTED CONTRACTS"). If Buyer
timely delivers any such notice, (a) the Contracts assumed at Closing shall not
include the Rejected Contracts, (b) Buyer shall have no obligation in respect of
the Rejected Contracts, and (c) Seller shall retain all liabilities arising
thereunder.

     SECTION 2. LIABILITIES ASSUMED.

          2.1. ASSUMPTION OF CERTAIN LIABILITIES. Buyer shall assume and be
responsible for the timely satisfaction or performance, as the case may be, of
all liabilities or obligations arising under the Purchased Assets (including,
without limitation, all liabilities and obligations under all Contracts, Tenant
Leases and Personal Property Leases other than the Rejected Contracts) to the
extent such liabilities or obligations arise or are incurred and are first
required to be performed after the Closing Date (collectively, the "ASSUMED
LIABILITIES").

          2.2. LIABILITIES NOT ASSUMED. With the exception of the Assumed
Liabilities and as otherwise stated herein, Buyer shall not by execution and
performance of this Agreement or otherwise, assume or otherwise be responsible
for any liability or obligation of any nature of Seller or claims of such
liability or obligation, whether arising out of occurrences prior to, at, or
after the date hereof, including, without limitation, any Community Obligations
(as defined in Section 7.11) (collectively, the "RETAINED LIABILITIES").



     SECTION 3.

          3.1 PURCHASE PRICE. The purchase price for the Purchased Assets shall
be Fifty Eight Million Dollars ($58,000,000), plus or minus the adjustments and
prorations called for in this Agreement (the "PURCHASE PRICE").

          3.2 ALLOCATION OF PURCHASE PRICE. Seller and Buyer shall negotiate in
good faith to agree upon a Purchase Price allocation prior to Closing. Each of
Buyer and Seller agree that it will file all tax returns (including amended
returns and claims for refund) and information reports in a manner consistent
with such agreed allocation, if any.

     SECTION 4. DEPOSIT AND PAYMENT OF PURCHASE PRICE; DUE DILIGENCE PERIOD.

          4.1 DEPOSIT. On May 8, 2006, Buyer shall deposit the sum of Three
Million Dollars ($3,000,000) (the "INITIAL DEPOSIT") in an escrow account
established at the offices of Fidelity National Title Insurance Company,
Cleveland, Ohio (the "ESCROW AGENT") prior to 5:00 p.m. EDT. Thereafter, on May
25, 2006, Buyer shall deposit the additional sum of Three Million Dollars
($3,000,000) with the Escrow Agent (the "ADDITIONAL DEPOSIT"). The Initial
Deposit and the Additional Deposit are hereinafter together referred to as the
"EARNEST MONEY DEPOSIT"). The Earnest Money Deposit shall be invested in an
interest-bearing account reasonably acceptable to both parties and shall be held
by the Escrow Agent on the terms and subject to the conditions of this
Agreement. If there is a conflict between the provisions of this Agreement and
the terms of any applicable escrow agreement, the provisions of this Agreement
shall govern. If this transaction is consummated, the Earnest Money Deposit
(together with any interest earned thereon) shall be applied against the
Purchase Price as a credit to the Buyer. Except as otherwise specifically
provided in this Agreement, including, without limitation, Section 12.2, the
Initial Deposit and the Additional Deposit shall become non-refundable at 5:00
p.m. EDT on the date required to be made hereunder. Notwithstanding anything to
the contrary set forth in this Agreement, if Buyer fails to deposit the Initial
Deposit as contemplated by the first sentence of this Section 4.1, this
Agreement shall automatically terminate and be of no further force and effect,
provided that, notwithstanding any termination pursuant to this sentence, Buyer
agrees, and shall be unconditionally liable, to immediately thereafter pay to
Seller an amount equal to the Initial Deposit.

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

          4.3 DUE DILIGENCE PERIOD. During a period commencing on the date
hereof and expiring at 5:00 p.m. EDT on May 12, 2006 (the "DUE DILIGENCE
PERIOD"), Buyer may conduct such due diligence, studies, tests and inspections
of the Purchased Assets as Buyer deems appropriate. At any time prior to
expiration of the Due Diligence Period, Buyer may notify Seller and the Escrow
Agent of Buyer's intention not to proceed with this transaction and upon receipt
of such notice, this Agreement shall thereafter be null and void and of no
further force or effect (other than provisions that by their terms expressly
survive any termination of this Agreement), provided that upon delivery of
notice of termination pursuant to this Section 4.3, Buyer shall forfeit its
right to the Earnest Money Deposit, or such portion thereof previously paid to
the Escrow Agent, and the Escrow Agent shall promptly deliver such portion of
the Earnest Money Deposit to Seller.

          4.4 FRANCHISE AGREEMENT AND PERCENTAGE LEASE. Effective as of Closing,
Seller shall terminate the Franchise Agreement and Percentage Lease and pay any
and all damages, fees, costs and expenses associated with the termination
thereof.



     SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer as follows:

          5.1 ORGANIZATION OF SELLER. Seller is a limited liability company
validly existing and in full force and effect under the laws of the State of
Delaware.

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

          5.3 LIST OF LEASES, CONTRACTS, PERSONNEL DATA, ETC. To Seller's
knowledge (as defined in Section 14.10 hereof), the Schedules listed below list
all material items within the term or description of each such Schedule. True,
correct and complete copies of the Schedules listed below have been or will be
delivered to Buyer within two (2) business days following execution of this
Agreement and true, correct and complete copies of the documents referred to in
the Schedules or related to the Schedules listed below have been furnished or
made available to Buyer (or, if not previously furnished or made available, will
promptly be furnished to or made available to Buyer upon Buyer's request).



Schedules         Description
- ---------         -----------
               
Schedule 1.1(e)   Contracts
Schedule 1.1(f)   Permits
Schedule 1.1(k)   Tenant Leases
Schedule 1.1(l)   Personal Property Leases
Schedule 1.1(z)   Excluded Assets
Schedule 5.6      Litigation
Schedule 5.7      Compliance with Laws
Schedule 5.8      Labor Matters
Schedule 5.9      Contract Compliance
Schedule 5.10     Tenant Lease Compliance
Schedule 5.14     Recapture Agreements
Schedule 5.15     Roadwork and Access


          5.4 FINANCIAL STATEMENTS. The financial statements attached as Exhibit
B, which have been furnished previously to Buyer by Seller are to Seller's
knowledge (as defined in Section 14.10) true, correct and complete in all
material respects, have been prepared from and are in accordance with the books
and records relating to the Hotel in substantial conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved, conform substantially to the



Uniform System of Accounts For Hotels and fairly present the financial condition
of the Hotel as at the dates stated and the results of operations for the
periods then ended (collectively, the "FINANCIAL STATEMENTS").

          5.5 TAXES. All income, property, business, occupation, sales, use and
other similar taxes imposed with respect to the Hotel, or the operation thereof,
which are due and payable by Seller have been paid in full or are current and
Seller has not received any written notice that any such tax is overdue or has
not been paid. Seller has duly filed all federal, state and local tax returns
and tax reports required to be filed by it, all such returns and reports are
true and correct in all material respects and all taxes and other charges
arising under such returns and reports have been fully paid or will be timely
paid.

          5.6 LITIGATION. To Seller's knowledge, except as disclosed in Schedule
5.6, there are no claims, actions, suits or proceedings (collectively,
"LITIGATION") pending or threatened against or affecting the Hotel or the
Purchased Assets before any federal, state or local court or other governmental
or quasi-governmental agency, body, board, commission or entity (collectively,
"GOVERNMENTAL AUTHORITIES") that, if decided adversely against Seller, would
have a materially adverse effect on the Hotel or the Purchased Assets. To
Seller's knowledge, Seller is not subject to or in default with respect to any
judgment, order, writ, injunction or decree of any Governmental Authority
affecting the Hotel or the Purchased Assets.

          5.7 COMPLIANCE WITH LAWS. Except as disclosed in Schedule 5.7, as of
the Effective Date, Seller has not received any written notice from any
Governmental Authority that it is in non-compliance with any law, ordinance,
regulation or order applicable to the business and operations of the Hotel,
except to the extent that non-compliance would not have a material adverse
effect on the financial condition or operations of the Hotel.

          5.8 LABOR MATTERS. To Seller's knowledge, Seller has complied in all
material respects with all applicable federal, state and local laws, rules and
regulations relating to employment and all applicable laws, rules and
regulations governing payment of minimum wages and overtime rates, the
withholding and payment of taxes from compensation of employees and the payment
of premiums and/or benefits under applicable worker compensation laws. Schedule
5.8 sets forth all collective bargaining or other labor agreements applicable to
Hotel Employees. Except as disclosed in Schedule 5.8, to Seller's knowledge, as
of the Effective Date, there is no unfair labor practice charge or complaint
against Seller pending or threatened under the Labor Management Relations Act.
Except as disclosed in Schedule 5.8, as of the Effective Date, there is no labor
strike, dispute, slowdown or stoppage, or any union organizing campaign, or
petition for certification actually pending or, to Seller's knowledge,
threatened against or involving Seller.

          5.9 CONTRACTS. Except as disclosed in Schedule 5.9, to Seller's
knowledge, all the Contracts are valid and binding, in full force and effect and
enforceable in accordance with their respective terms. Except as disclosed in
Schedule 5.9, to Seller's knowledge, neither Seller nor the other parties
thereto, are in default under any Contract, and no event has occurred which,
merely by notice or the passage of time or both, would constitute such a default
by Seller or such other parties. No notice has been received by Seller claiming
any such default by Seller.

          5.10 TENANT LEASES. Except as disclosed in Schedule 5.10, to Seller's
knowledge, the Tenant Leases are valid and binding, in full force and effect and
enforceable in accordance with their respective terms. All rent due under the
Tenant Leases has been paid in full, no rent thereunder has been prepaid, and to
Seller's knowledge, neither Seller nor the tenants thereunder are in default
thereunder, and no event has occurred which, merely by notice or the passage of
time or both, would constitute such a default by Seller or the tenants
thereunder. No notice has been received by Seller claiming any such default by
Seller.



          5.11 FOREIGN PERSON. Seller is not a foreign person for purposes of
the withholding provisions of Section 1445 of the Internal Revenue Code of 1986,
as amended.

          5.12 BROKERS. Except for Holliday Fenoglio Fowler, L.P., Plasencia
Group, Inc., and UBS Investment Bank (the "BROKERS") no broker, finder or
financial adviser has acted directly or indirectly as such for the Seller, or is
entitled to any fee or commission in connection with this Agreement or the
transaction contemplated hereby. Seller shall be responsible for and shall pay,
when due, the real estate commission or other fees of the Brokers and any other
broker or person claiming a commission or fee based on its representation of
Seller in connection with this Agreement or the transaction contemplated hereby.
Buyer shall be responsible for and shall pay, when due, the real estate
commission or other fees of any broker or person claiming a commission or fee
based on its representation of Buyer in connection with this Agreement or the
transaction contemplated hereby.

          5.13 CONDITION OF PURCHASED ASSETS. Buyer acknowledges that (a) it
will have a reasonable opportunity to inspect and investigate the Real Property
and the other Purchased Assets being purchased pursuant to this Agreement and
all matters relating thereto, including, without limitation, all of the
physical, environmental and operational aspects of the such Purchased Assets,
either independently or through agents and experts of Buyer's choosing and (b)
it will acquire the Purchased Assets based upon Buyer's own investigation and
inspection. SELLER AND BUYER AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED FOR IN
THIS AGREEMENT, THE PURCHASED ASSETS SHALL BE SOLD, AND BUYER SHALL ACCEPT THE
PURCHASED ASSETS, ON THE CLOSING DATE AS IS, WHERE IS, WITH ALL FAULTS WITH NO
RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, SUCH SALE SHALL BE WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES,
USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND SELLER DOES HEREBY
DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY, EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS
PROVIDED FOR IN ARTICLE 5 OF THIS AGREEMENT, BUYER IS NOT RELYING AND SHALL NOT
RELY ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER OR ANY BROKER (AS DEFINED
IN SECTION 5.12 HEREOF) AS TO ANY MATTERS CONCERNING THE PURCHASED ASSETS
INCLUDING WITHOUT LIMITATION: (A) THE CONDITION OR SAFETY OF THE PURCHASED
ASSETS, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL
SYSTEMS, ROOFING, AIR CONDITIONING, FOUNDATIONS, SOILS AND GEOLOGY INCLUDING
HAZARDOUS SUBSTANCES, LOT SIZE, OR SUITABILITY OF THE PURCHASED ASSETS FOR A
PARTICULAR PURPOSE; (B) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES
AND ANY ASSOCIATED METERS ARE IN WORKING ORDER; (C) THE LIVABILITY OR
SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION;
(D) THE FITNESS OF ANY PERSONAL PROPERTY OR PURCHASED ASSETS; OR (E) WHETHER THE
IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH
APPLICABLE CITY, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES. ANY
REPORTS, REPAIRS OR WORK REQUIRED BY BUYER ARE TO BE THE SOLE RESPONSIBILITY OF
BUYER AND BUYER AGREES THAT THERE IS NO OBLIGATION ON THE PART OF SELLER TO MAKE
ANY CHANGES, ALTERATIONS, OR REPAIRS TO THE PURCHASED ASSETS. BUYER AGREES AND
ACKNOWLEDGES THAT BUYER'S OBLIGATIONS HEREUNDER SHALL REMAIN IN FULL FORCE AND
EFFECT WITH BUYER HAVING NO RIGHT TO DELAY THE CLOSING OR TERMINATE THIS
AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, REGARDLESS



OF ANY FACTS OR INFORMATION LEARNED BY BUYER AFTER THE EFFECTIVE DATE.

          5.14 RECAPTURE AGREEMENTS. To Seller's knowledge, as of the Effective
Date and except as set forth on Schedule 5.14, there are no obligations
affecting the Purchased Assets involving a refund for sewer extension,
oversizing utility lines or lighting expenses or charges for similar work or
services done upon or relating to the Purchased Assets (so called "recapture
agreements") which will bind Buyer or the Purchased Assets after the Closing
Date.

          5.15 ROADWORK AND ACCESS. To Seller's knowledge, as of the Effective
Date and except as set forth on Schedule 5.15, there is no written agreement or
undertaking or bond with any governmental agency or private association
requiring the owner of the Real Property to construct any roadway improvements,
including any repaving of any street or road, acceleration or deceleration lane
or access or street lighting.

          5.16 CONDEMNATION. To Seller's knowledge, as of the Effective Date,
Seller has not received any written notices from any Governmental Authority
regarding any pending or threatened condemnation proceedings or condemnation
action affecting the Real Property.

          5.17 PATRIOT ACT. To the extent applicable to Seller and to the
transactions contemplated hereby:

               (i)  Seller hereby represents its compliance with all applicable
                    anti-money laundering laws, including, without limitation,
                    the USA Patriot Act, and the laws administered by OFAC,
                    including, without limitation, Executive Order 13224.

               (ii) None of Seller's employees, directors or officers, or others
                    with a controlling interest in Seller, nor any of its
                    affiliates (other than the shareholders of Boykin Lodging
                    Company, with respect to which Seller makes no
                    representations or warranties pursuant to this Section 5.17)
                    or the funding sources of either is on the SDN List.

               (iii) Neither Seller nor any of its affiliates is directly or
                    indirectly controlled by the government of any country or
                    person that is subject to an embargo by the United States
                    government that prohibits Seller from conducting the
                    business activities contemplated by this Agreement with
                    Buyer.

               (iv) Neither Seller nor any of its affiliates is acting on behalf
                    of an Embargoed Country.

               (v)  Seller represents and warrants to Buyer that Seller
                    (including, without limitation, any and all of its
                    employees, directors, officers, or others with a controlling
                    interest) and any of its affiliates or the funding sources
                    for either complies with applicable anti-terrorist financing
                    and anti-money laundering laws.

               (vi) For purposes of this sub-section, the following definition
                    shall apply:

          Definition of SDN: "SPECIALLY DESIGNATED NATIONAL OR BLOCKED PERSON"
          means (i) a person designated by the U.S. Department of Treasury's
          Office of Foreign Assets Control from time to time as a "specially
          designated national or blocked person" or similar status, (ii) a
          person described in Section 1 of U.S. Executive Order 13224, issued on
          September 23, 2001, (iii) a person otherwise identified by government
          or legal authority pursuant to a sanctions program or otherwise as a
          person with whom Buyer, Marriott International or their respective
          affiliates are prohibited from transacting business, or (iv) a person
          otherwise identified by government or legal authority pursuant to a
          sanctions program or otherwise as a person with whom the Buyer,
          Marriott International or their affiliates may transact business only
          if the Buyer, Marriott International or their respective affiliates



          first obtains a license from such government or legal authority,
          Currently, a listing of specially designated nationals or blocked
          persons, the text of the Executive Order and legal documents related
          to the several sanctions programs imposed by the U.S. government are
          published under the internet website address:
          http://www.ustreas.gov/offices/enforcement/ofac.

          Each of the representations and warranties contained in this Article 5
and its various sections is intended for the benefit of Buyer and may be waived
in whole or in part by Buyer. All rights and remedies arising in connection with
the untruth or inaccuracy of any such representations and warranties shall, to
the extent applicable, survive the Closing of the transaction contemplated
hereby for a period of time as set forth in Section 11.1 of this Agreement, and
Buyer's remedies on account thereof shall be limited as provided in Section
11.2, Section 12.1 and Section 12.3 hereof. Buyer acknowledges and agrees that
the provisions of this paragraph and Section 5.13 shall survive the Closing of
the purchase of the Purchased Assets.

     SECTION 6. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents
and warrants to Seller:

          6.1 ORGANIZATION OF BUYER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.

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

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

          6.4 BROKERS. No broker, finder or financial adviser has acted directly
or indirectly as such for Buyer, or is entitled to any fee or commission in
connection with this Agreement or the transaction contemplated hereby.

     SECTION 7. COVENANTS; AGREEMENTS AND RELEASE.

          7.1 APPROVALS AND CONSENTS. Buyer and Seller will use commercially
reasonable efforts and shall cooperate in good faith to acquire all necessary
approvals of any and all applicable Governmental Authorities and all necessary
consents of all third parties to the end of expediting consummation of the
transactions contemplated herein.

          7.2 MAINTAIN HOTEL. At all times prior to the Closing Date, subject to
Section 13 of this Agreement Seller shall, and shall cause Seller's Manager to,
operate the Hotel in the ordinary course of business materially consistent with
past practices.

          7.3 MAKE NO MATERIAL CHANGE IN THE PURCHASED ASSETS. Prior to the
Closing Date, Seller shall not, without the written consent of Buyer, which
consent may be denied or withheld, in Buyer's sole and absolute discretion: (a)
transfer or otherwise dispose of any material portion of the



Purchased Assets, except Consumables in the ordinary course of business; (b)
make any material change in the Purchased Assets; (c) enter into any contract,
license, franchise or commitment relating to the Purchased Assets unless such
agreement is terminable by Seller at or prior to Closing; (d) significantly
alter or revise the accounting principles, procedures, methods or practices in
place at the Hotel; or (e) remove or permit to be removed from the Hotel any
Fixtures and Tangible Personal Property or Operating Equipment or other similar
personal property, except in the ordinary course of business.

          7.4 TITLE AND TITLE INSURANCE; TITLE CONVEYANCE.

               (a) Seller shall convey fee simple title to each parcel of the
Real Property by a good and marketable Special Warranty Deed in the form
attached hereto as Exhibit A-3 (the "SPECIAL WARRANTY DEED"), duly and properly
executed, free and clear of all liens, charges and encumbrances, except (i)
restrictions of record, reservations, limitations, easements and conditions of
record, if any, as shall have been approved by Buyer as provided for in
subsections (b) or (c) below; (ii) zoning and building ordinances, if any; (iii)
taxes and general assessments, which constitute a lien but which are not due and
payable; and (iv) all legal highways.

               (b) Buyer acknowledges and agrees that it has received, prior to
execution of this Agreement, a title report (the "TITLE REPORT") prepared by
First American Title Insurance Company (the "TITLE COMPANY"). Buyer shall have
the right, prior to the expiration of the Due Diligence Period, to terminate
this Agreement if any restrictions, reservations, limitations, easements,
conditions, defects or encumbrances are disclosed in the Title Report that are
objectionable to Buyer (together herein called "TITLE DEFECTS" ) by delivering
written notice of termination to Seller and the Escrow Agent. If Buyer elects to
terminate this Agreement pursuant to the immediately preceding sentence, Buyer
shall forfeit its right to the Earnest Money Deposit, or such portion thereof
previously paid to the Escrow Agent, and the Escrow Agent shall promptly deliver
such portion of the Earnest Money Deposit to Seller. Notwithstanding the
foregoing, Seller shall be required to discharge at or before Closing any
mortgage or deed of trust or other monetary lien encumbering the Purchased
Assets or any portion thereof and any and all mechanic's or supplier's liens
encumbering the Purchased Assets or any portion thereof arising from work
performed or materials furnished at the Real Property by or on behalf of Seller
("MONETARY TITLE DEFECTS").

               (c) In the event any restrictions, reservations, limitations,
easements, conditions, defects or encumbrances with respect to the Real Property
arise after the end of the Due Diligence Period (the "NEW TITLE DEFECTS"), Buyer
may object to such New Title Defects by notifying Seller of its objection to
such New Title Defects within five (5) calendar days of Buyer obtaining
knowledge of such New Title Defects. All New Title Defects not objected to by
Buyer within such five (5) calendar day period shall be deemed acceptable to
Buyer. Seller shall have a period of five (5) calendar days following Seller's
receipt of Buyer's objection to any New Title Defects, in which to notify Buyer
of which New Title Defects Seller will cure or have removed. For avoidance of
doubt, all Monetary Title Defects, regardless of the date on which they arise,
shall be removed by Seller prior to Closing, whether or not expressly objected
to by Buyer. If Seller will not cure or remove all such non-monetary New Title
Defects, Buyer shall elect within the time period set forth below either to (i)
waive its objection to those New Title Defects that Seller will not cure or
remove, in which case this Agreement will continue in full force and effect, and
Seller shall have until the Closing Date to use its commercially reasonable
efforts to cure or remove those New Title Defects identified in its notice to
Buyer as New Title Defects that Seller will cure or remove or (ii) terminate
this Agreement, in which case, the Escrow Agent shall thereupon return to Buyer
the funds and documents previously paid or deposited by it, including, but not
limited to, the Earnest Money Deposit, and the parties shall be fully released
and discharged from any obligation or liability hereunder. Buyer shall notify
Seller of its election in writing within five (5) business days after receipt of
Seller's notice, and Buyer's failure to provide such timely notice in response
to Seller's notice shall constitute Buyer's election to waive its objection to
the non-monetary New Title Defects that Seller will not cure or remove and
proceed as provided in (i) above. The Closing Date shall



be extended to the extent necessary (but in no event more than thirty (30) days)
to accommodate the time periods set forth in this paragraph.

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

          7.6 CONFIDENTIALITY. Each of the parties hereto agrees (each a
"RECEIVING PARTY"), on behalf of itself and its representatives and agents, to
keep confidential and not disclose any and all information and data of a
proprietary or confidential nature with respect to another party (a "DISCLOSING
PARTY") in its possession or which it has received in connection with this
Agreement and the transactions contemplated hereby other than information which
is or becomes generally available to the public other than as a result of
disclosure by the Receiving Party in violation of this Agreement; provided,
however, that notwithstanding the foregoing, each of the parties hereto shall be
free to disclose any such information or data (i) to the extent required by
applicable law, and (ii) during the course of or in connection with any legal
proceeding based upon or in connection with the subject matter of this
Agreement. In the event of termination of this Agreement, each party shall
return all documents (including copies thereof) obtained hereunder by such party
from the other party (unless readily available from public information sources).
The Receiving Party will use such confidential information solely in connection
with the transaction contemplated by this Agreement. This Section 7.6 shall
survive any termination of this Agreement and continue in effect for three (3)
years thereafter. Except as required by law, neither party shall, without the
prior written consent of the other party, disclose or make public this
Agreement, its terms or the transactions contemplated by this Agreement.
Notwithstanding anything herein to the contrary, each party hereto (and each
employee, representative or other agent of each party hereto) may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement and all materials
of any kind (including



opinions or other tax analyses) that are provided to a person or representative
of a person that is a party to this Agreement, relating to such tax treatment or
tax structure.

          7.7 GUEST BAGGAGE. Buyer and Seller shall cooperate in good faith to
return or dispose of any baggage or other property of departed guests held by
Seller or Seller's Manager as of the Closing Date. All baggage of guests who are
still in the Hotel on the Closing Date that has been checked with or left in the
care of Seller shall be inventoried, sealed and tagged jointly by Seller and
Buyer immediately after the Closing.

          7.8 SAFE DEPOSITS. Buyer and Seller will cooperate in good faith to
return the contents of any safe deposits boxes held at the Hotel to the
appropriate guest(s) of the Hotel, including, without limitation, attempting to
notify any safe deposit holders who have departed the Hotel.

          7.9 EMPLOYEE MATTERS. At Closing, Seller or Seller's Manager shall
terminate or cause to be terminated the employment of all Hotel employees. Buyer
shall employ from and after the Closing Date such of the Hotel employees as
Buyer determines, in its sole and absolute discretion, on such terms and
conditions as Buyer may determine. Nothing in this provision shall be construed
to either require Buyer to employ any Hotel employees or to limit Buyer's right
to terminate, at Buyer's sole cost and expense, the Hotel employees (if in fact
hired by Buyer) subsequent to the Closing Date, subject to the requirements of
applicable law and employment agreements that Buyer has agreed to assume. Seller
agrees to indemnify and hold Buyer harmless from and against any violations of
the Workers Adjustment Retraining and Notification Act, 29 U.S.C. Section 2101
et seq. (the "WARN ACT"), arising as a result of the transactions contemplated
by this Agreement. Buyer, Seller and Seller's Manager each hereby acknowledges
and agrees that none of its respective employee benefit programs are being
assumed or continued by Buyer. Nothing in this Section 7.9 is intended to, or
shall, confer on any person or entity not a party of this Agreement any rights
or benefits. To the extent necessary to comply with the Warn Act, Seller shall
entitled to extend the Closing Date for a period not to exceed 30 days upon
delivery of written notice to Buyer delivered at least 3 days prior to Closing.

          7.10 FURTHER ASSURANCES. Prior to, at and after the Closing, Buyer,
Seller and Seller's Manager all agree to 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 vest, confirm or evidence in Buyer title to all or part of
the Purchased Assets intended to be conveyed, sold, transferred, assigned and
delivered to Buyer under this Agreement and to, in any other manner, effectuate
the terms and conditions of this Agreement.

          7.11 COMMUNITY OBLIGATIONS. With respect to commitments made or
entered into pre-Closing and outside the ordinary course of business, Seller
shall retain liability for, and from and after Closing shall pay, any donations
or other contributions to or for housing, schools, parks, fire departments or
any other public entity or facilities that are required to be made as a result
of a voluntary commitment made by Seller in respect of the Purchased Assets
("COMMUNITY OBLIGATIONS"), provided however, that the Community Obligations
shall specifically exclude taxes of any kind, assessments of general
applicability, items set forth in the Title Report, payments required by law,
regulation or order, any payment obligations described in any materials
delivered to Buyer or its representatives prior to the Effective Date and
utility payments

     SECTION 8. CLOSING MATTERS.

          8.1 CLOSING. Subject to satisfaction of the conditions to Closing set
forth in Section 10 hereof, the closing of the transactions contemplated by this
Agreement (the "CLOSING") shall occur on June 30, 2006, subject to extension as
contemplated by Section 7.9 or such earlier or later date as the parties hereto
may mutually agree (the "CLOSING DATE"). As part of the Closing the actions
specified in Sections 8.2 and 8.3 below shall be taken, all of which will be
deemed taken simultaneously at the



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

          8.2 SELLER'S DELIVERIES. No later than two (2) business days before
the Closing Date, Seller shall deliver to the Escrow Agent (all duly executed,
notarized and witnessed, where applicable) the following:

               (a) The Special Warranty Deed and the affidavit identified in
Section 10.2(f) herein.

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

               (c) An Assignment and Assumption of the Contracts, Tenant Leases
and Personal Property Leases in the form of Exhibit C (the "ASSIGNMENT AND
ASSUMPTION AGREEMENT").

               (d) A certificate of an executive officer of the General Partner
of Seller or its parent in accordance with Section 10.2(d) in the form of
Exhibit D.

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

               (f) A certificate of full force and effect issued by the
Secretary of State of the State of Delaware dated as of a recent date.

               (g) Evidence of termination of the Percentage Lease and the
Franchise Agreement.

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

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

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

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

               (c) The Assignment and Assumption Agreement.

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

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



     SECTION 9. ADJUSTMENTS AND PRORATIONS - CLOSING STATEMENT.

          9.1 ADJUSTMENTS AND PRORATIONS. The following matters and items
pertaining to the Purchased Assets 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 "CUTOFF TIME"). Net credits in favor of
Buyer shall be deducted from the balance of the Purchase Price at the Closing,
and net credits in favor of Seller shall be added to the balance of the Purchase
Price at the Closing. Unless otherwise indicated below, Buyer shall receive a
credit for any of the following items to the extent the same are accrued but
unpaid as of the Cutoff Time (whether or not due, owing or delinquent as of the
Cutoff Time), and Seller shall receive a credit to the extent any of the
following items shall have been paid prior to the Closing Date to the extent the
payment thereof relates to any period of time after the Cutoff Time:

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

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

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

               (d) Any amounts prepaid or payable by Seller or Seller's Manager
under any surviving Contracts, Personal Property Leases, Tenant Leases or
otherwise shall be prorated as of the Cutoff Time between Buyer and Seller by
the Escrow Agent. 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. Evidence supporting these items will be provided to the Buyer at
closing in determination of prorata credit to the Seller. All amounts known to
be due under the Contracts and Personal Property Leases with reference to
periods prior to the Closing Date shall be paid by Seller or credited to Buyer
as a reduction of the Purchase Price. Rents (including percentage rents) and
other payments due under Tenant Leases shall be adjusted at Closing based on
current information. Any additional amounts not known and any final calculation
of percentage rent not available at the Closing will be part of the post-closing
adjustments contemplated in Section 9.2.

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



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

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

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

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

               (j) Seller shall pay for all transfer, documentary stamp and
sales taxes and fees (including State and County mortgage and deed taxes). Buyer
and Seller shall each pay one-half of the escrow fees incidental to the Closing.
Buyer shall pay for the all costs and fees incurred in connection with obtaining
title insurance, including, without limitation, all costs and fees related to
title premiums, title searches and title endorsements. Buyer shall pay for all
costs and fees associated with obtaining a Survey of the Real Property. Buyer
shall pay any mortgage taxes incurred in connection with any financing of the
Purchased Assets.

               (k) Seller shall receive a credit equal to Seller's replacement
cost for all (i) unopened boxes of Consumables, unless the condition of such
Consumables renders such Consumables unusable in the ordinary course of business
at the Hotel and (ii) new and unused Operating Equipment at the Hotel as of the
Closing Date. This Section 9.1(k) shall be void and of no force and effect if
Buyer delivers written notice to Seller at least 15 days prior to Closing that
Buyer does not desire to purchase the Consumables and Operating Equipment.
Following receipt of such notice, Seller shall be permitted to remove the
Consumables and Operating Equipment from the Hotel.

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

               (m) All city ledger accounts receivable (excluding guest ledger
receivables described in Section 9.1(a) above) generated from the operation of
the Hotel prior to the Cutoff Time (the "PRE-CLOSING CITY LEDGER ACCOUNTS"),
shall remain the property of Seller and shall not be transferred to Buyer. There
shall be no adjustment to the Purchase Price for the Pre-Closing City Ledger
Accounts. All accounts payable from the operation of the Hotel prior to the
Cutoff Time (the "PRE-CLOSING ACCOUNTS PAYABLE"), shall be paid by Seller and
shall not become the obligations of Buyer. There shall be no adjustment to the
Purchase Price for the Pre-Closing Accounts Payable. Buyer shall (i) on a
monthly basis, provide Seller with a listing of collections made on each
Pre-Closing City Ledger Account and (ii) on a weekly basis, remit to Seller all
amounts paid to Buyer with respect to Pre-Closing City Ledger Accounts.

          9.2 CLOSING STATEMENT. Seller shall cause its accounting staff
("SELLER'S ACCOUNTANTS") to make such inventories, examinations and audits of
the Hotel Business, and of the books and records of the Hotel Business, as may
be necessary to make the adjustments and prorations and allocations of Purchase
Price among the assets being transferred required under this Section 9 or under
any other provisions of this Agreement. Buyer or its designated representatives
may be present at such inventories, examinations and audits of the Hotel
Business. Based upon such audits and inventories, Seller's Accountants will
prepare and deliver to Buyer and Escrow Agent no later than two (2) business
days prior to the Closing Date a closing statement (the "CLOSING STATEMENT").
The Closing Statement shall contain Seller's best estimate of the amounts of the
items requiring the prorations and adjustments in



this Agreement and shall be subject to the concurrence therewith of Buyer. The
amounts set forth on the Closing Statement shall be the basis upon which the
prorations and adjustments provided for herein shall be made at the Closing. The
Closing Statement shall be binding and conclusive on all parties hereto to the
extent of the items covered by the Closing Statement, unless within one hundred
eighty (180) days after receipt by Buyer of the Closing Statement, either Buyer
or Seller notifies the other that it disputes such Closing Statement and
specifies in reasonable detail the items and reasons that it so disputes such
Closing Statement. The parties shall attempt to resolve such dispute. If such
dispute is not resolved within forty-five (45) days after delivery of the
original notice of dispute by Buyer or Seller, then the parties shall submit
such dispute to an outside accounting firm appointed not later than fifteen (15)
days after the expiration of said 45 day period, with the mutual consent of
Buyer and Seller or, if the parties cannot agree, two outside accounting firms,
one of which shall be appointed by Buyer and one of which shall be appointed by
Seller ("OUTSIDE ACCOUNTANTS"), and the determination of the Outside
Accountants, which shall be made within a period of fifteen (15) days after such
submittal by the parties, shall be conclusive. The fees and expenses of the
Outside Accountants shall be paid equally by Buyer and Seller. In the event
that, at any time within ninety (90) days after the Closing Date, either party
discovers any items which should have been included in the Closing Statement but
were omitted therefrom, such items shall be adjusted in the same manner as if
their existence had been known at the time of the preparation of the Closing
Statement. The foregoing limitation shall not apply to any item which, by its
nature, cannot be finally determined within the period specified.

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

     SECTION 10. CONDITIONS TO OBLIGATIONS.

          10.1 CONDITIONS TO SELLER'S OBLIGATIONS. The obligation of Seller to
close the transaction and deliver the documents and instruments required
hereunder shall be subject to satisfaction in full of the following conditions
("Seller's Conditions") on the Closing Date:

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

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

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

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

          10.2 CONDITIONS TO BUYER'S OBLIGATIONS. The obligations of Buyer to
make payment of the Purchase Price and other sums provided for herein and to
close the transactions contemplated hereby



are subject to satisfaction in full of each of the following conditions
("BUYER'S CONDITIONS") on or before the Closing Date or as otherwise provided in
this Agreement:

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

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

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

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

               (e) Seller shall have caused the Management Agreement, the
Percentage Lease and, the Franchise Agreement to be terminated at no cost to
Buyer.

          Buyer's Conditions are solely for the benefit of Buyer and may be
waived only by Buyer. Any such waiver or waivers shall be in writing and shall
be delivered to Seller. For the avoidance of doubt, notwithstanding the fact
that Buyer has not obtained approval from Marriott International Inc. prior to
the Effective Date, such approval shall not constitute one of Buyer's Conditions
and Buyer shall have no right to delay the Closing or terminate this Agreement
as a result of the failure to obtain such approvals.

     SECTION 11. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS;
INDEMNIFICATION.

          11.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
representations and warranties contained in Sections 5 and 6 of this Agreement
shall survive the Closing and continue in effect for fifteen (15) months
thereafter. Unless otherwise specified in this Agreement, the covenants and
agreements contained in this Agreement shall terminate as of the Closing.

          11.2 SELLER'S INDEMNIFICATION. Seller hereby agrees to indemnify, hold
harmless and defend Buyer, its members, directors, officers, employees, agents
and representatives from and against any and all loss, damage, claim, cost and
expense and any other liability in excess of twenty thousand dollars ($20,000),
including, without limitation, reasonable accountants' and attorneys' fees,
charges and costs, incurred by Buyer by reason of, or with respect to (i) any
inaccuracy in or breach of any of the representations, warranties or agreements
made by Seller in the Agreement or the non-performance of any covenant or
obligation to be performed by Seller hereunder (including, without limitation,
Seller's timely discharge of the Retained Liabilities); (ii) Seller's failure to
comply with the bulk transfer laws of any state or its misapplication of the
proceeds of the Purchase Price in fraud of its creditors; or (iii) any liability
imposed upon Buyer as transferee of the business or operations of Seller or the
assets being transferred under the Agreement, or otherwise relating to the
conduct of the business and operations of Seller or the Hotel Business prior to
the Closing, except to the extent such liability has been expressly assumed by
Buyer pursuant to Section 2.1 of this Agreement. Seller's liability under clause
(i) shall be limited to six million dollars ($6,000,000) in the aggregate.
Seller hereby agrees to remain validly existing for at least fifteen (15) months
following Closing.



          11.3 BUYER'S INDEMNIFICATION. Buyer hereby agrees to indemnify, hold
harmless and defend Seller, its general partner and their respective members,
directors, officers, employees, agents and representatives from and against any
and all loss, damage, claim, cost and expense and any other liability in excess
of twenty thousand dollars ($20,000), including, without limitation, reasonable
accountants' and attorneys' fees, charges, and costs incurred by Seller by
reason of, or with respect to (i) Buyer's breach of any representations,
warranties and covenants of Buyer contained in this Agreement; (ii) Buyer's
failure to duly discharge the Assumed Liabilities from and after the Closing
Date; or (iii) any liability imposed upon Seller as a result of Buyer's conduct
of the business and operations of the Hotel Business after the Closing Date.
Buyer's liability under clause (i) shall be limited to six million dollars
($6,000,000).

          11.4 PROCEDURE FOR INDEMNIFICATION WITH RESPECT TO THIRD PARTY CLAIMS.
If a claim by a third party is made against either of the parties hereto, and if
either of such parties intends to seek indemnity with respect thereto under this
Section 11.4, such party shall promptly notify the other party of such claim.
The indemnifying party shall have thirty (30) days after receipt of the
above-referenced notice to undertake, conduct and control, through counsel of
its own choosing (subject to the consent of the indemnified party, such consent
not to be unreasonably withheld or delayed) and at its expense, the settlement
or defense therefor, and the indemnified party shall cooperate with it in
connection therewith; provided that: (i) the indemnifying party shall not
thereby permit to exist any lien, encumbrance or other adverse charge upon any
asset of any indemnified party; (ii) the indemnifying party shall permit the
indemnified party to participate in such settlement or defense through counsel
chosen by the indemnified party, provided that the fees and expenses of such
counsel shall be borne by the indemnified party; and (iii) the indemnifying
party shall agree promptly to reimburse the indemnified party for the full
amount of any loss resulting from such claim and all related expenses incurred
by the indemnified party within the limits of this Section 11.4 and Section 11.2
or Section 11.3, as the case may be. As long as the indemnifying party is
reasonably contesting any such claim in good faith, the indemnified party shall
not pay or settle any such claim. Notwithstanding the foregoing, the indemnified
party shall have the right to pay or settle any such claim, provided that in
such event they shall waive any right to indemnity therefor by the indemnifying
party. If the indemnifying party does not notify the indemnified party within
thirty days after receipt of the indemnified party's notice of a claim of
indemnity hereunder that it elects to undertake the defense thereof, the
indemnified party shall have the right to contest, settle or compromise the
claim in the exercise of its exclusive discretion at the expense of the
indemnifying party.

          11.5 LIMITATIONS ON INDEMNIFICATION LIABILITY. Notwithstanding
anything in this Agreement to the contrary, (i) Seller shall have no liability
or obligation to indemnify Buyer or any of its officers, directors, affiliates,
assignees or transferors for any breach of any representation, warranty or
covenant contained in this Agreement if Buyer or any of its directors,
affiliates, assignees or transferors had actual knowledge of such breach prior
to the Closing; and (ii) Buyer shall have no liability or obligation to
indemnify Seller or any of its officers, directors, affiliates, assignees or
transferors for any breach of any representation, warranty or covenant contained
in this Agreement if Seller or any of its directors, affiliates, assignees or
transferors had actual knowledge of such breach prior to the Closing. For
purposes of this Section 11.5, Buyer's actual knowledge shall mean the current
actual knowledge of David Holton, Senior Vice President of Development, after
reasonable investigation.

     SECTION 12. TERMINATION; EFFECT OF TERMINATION; REMEDIES.

          12.1 TERMINATION. This Agreement may be terminated as follows: (a) at
any time by mutual consent of Buyer and Seller; (b) by either Buyer or Seller if
the Closing shall not have occurred on or before July 7, 2006, subject to
extension as contemplated by Section 7.4 or Section 7.9 (provided, however, that
the right to terminate this Agreement under this clause (b) shall not be
available to any party whose failure to fulfill any covenant or obligation of
this Agreement (inclusive of the failure to close pursuant to the terms thereof)
has been the cause of, resulted in or contributed to the failure of the
transaction contemplated by this Agreement to have occurred on or before the
aforesaid date); (c) by Seller, if Buyer breaches any of Buyer's
representations, warranties or covenants set forth in this



Agreement and, as a result of such breach, the conditions set forth in Section
10.1(a) or Section 10.1(b) are not satisfied and would be incapable of being
satisfied within 15 days after delivery of written notice thereof to Buyer; (d)
by Buyer, if Seller breaches any of Seller's representations, warranties or
covenants set forth in this Agreement and, as a result of such breach, the
conditions set forth in Section 10.2(a) or Section 10.2(b) are not satisfied and
would be incapable of being satisfied within 15 days after delivery of written
notice thereof to Seller; (e) by Buyer in accordance with Section 4.3 or Section
7.4(b); or (f) by either Buyer or Seller if any court of competent jurisdiction
or other governmental agency of competent jurisdiction shall have issued an
order, decree or ruling or taken any other action restraining, enjoining or
otherwise prohibiting the transaction contemplated by this Agreement, and such
order, decree, ruling or other action shall have become final and
non-appealable.

          12.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement by Buyer or Seller pursuant to Section 12.1 hereof, notice thereof
shall forthwith be given to Seller or Buyer, respectively, and this Agreement
shall terminate without any further action by any of the parties hereto. If this
Agreement is terminated as provided herein, no party hereto shall have any
liability or further obligation to any other party to this Agreement, except
that any termination shall be without prejudice to the rights of any party
hereto arising out of a breach by the other party of any covenant or agreement
contained in this Agreement; provided, however, the provisions of Section 7.6
shall survive such termination. If Buyer terminates this Agreement for any
reason set forth in Section 12.1 (a), 12.1(b), 12.1(d) or 12.1(f), then the
Earnest Money Deposit shall be refunded to Buyer. If Seller terminates this
Agreement for any reason set forth in Section 12.1 hereof (except 12.1(c) or
12.1(f), to the extent the order, decree, ruling or action results from Buyer's
actions or inactions, in which case the Earnest Money Deposit shall be delivered
to Seller), the Earnest Money Deposit shall be refunded to Buyer. If Buyer
terminates this Agreement in accordance with Section 4.3 or Section 7.4(b) (as
contemplated by Section 12.1(e)), the Earnest Money Deposit shall be delivered
to Seller.

          12.3 REMEDIES.

               (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IF THE SALE OF THE PURCHASED ASSETS TO BUYER IS NOT CONSUMMATED BY
REASON OF BUYER'S DEFAULT OF ITS OBLIGATION TO PURCHASE THE PURCHASED ASSETS
PURSUANT TO THE TERMS OF THIS AGREEMENT, SELLER SHALL BE RELEASED FROM ITS
OBLIGATIONS UNDER THIS AGREEMENT AND SHALL BE ENTITLED TO RECEIVE AND RETAIN THE
EARNEST MONEY DEPOSIT (OR SUCH INSTALLMENTS THEREOF AS HAVE ACTUALLY BEEN
DEPOSITED AT TIME OF DEFAULT) AS LIQUIDATED DAMAGES WHICH SHALL CONSTITUTE
SELLER'S SOLE AND EXCLUSIVE REMEDY; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT
LIMIT SELLER'S REMEDIES FOR BREACH OF BUYER'S OBLIGATIONS UNDER SECTIONS 7.5 OR
7.6 OF THIS AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND
EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF
BUYER'S FAILURE TO COMPLETE THE PURCHASE OF THE PURCHASED ASSETS PURSUANT TO
THIS AGREEMENT AND THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS
AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A
REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WILL INCUR AS A RESULT OF SUCH
FAILURE. THE PARTIES FURTHER AGREE THAT SUCH LIQUIDATED DAMAGES ARE NOT INTENDED
AS A FORFEITURE OR PENALTY, BUT ARE INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO
THE SELLER.

               (b) In the event the Closing fails to occur solely because of
Seller's failure to perform Seller's obligations under this Agreement, Buyer
shall have the right among its other remedies to (i) request return of the
Earnest Money Deposit by written notice sent to the Escrow Agent with a copy
thereof to Seller; and (ii) exercise any and all legal remedies that Buyer may
have against Seller, including the right to require that Seller specifically
perform its obligations under this Agreement. In the event that Seller has not
commenced action to restrain the return of the Earnest Money Deposit within



five (5) business days of delivery of said notice, the Escrow Agent shall return
to Buyer the Earnest Money Deposit and any documents and other monies deposited
by Buyer.

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

     SECTION 13. DAMAGE OR DESTRUCTION: CONDEMNATION.

               13.1 DAMAGE OR DESTRUCTION. If the Purchased Assets shall, after
the Effective Date and prior to the Closing Date, be damaged or destroyed by
fire or any other cause, and the cost of such damage does not exceed $4,000,000
and such damage shall not have been repaired or reconstructed prior to the
Closing Date in a good and workmanlike manner to the reasonable satisfaction of
Buyer, Buyer shall receive the proceeds of the insurance payable in connection
therewith under any insurance policy or policies covering the Purchased Assets
together with a cash payment from Seller in the amount of the deductible, if
any, and thereupon remain obligated to perform this Agreement. If the Purchased
Assets shall, prior to the Closing Date, be damaged or destroyed by fire or any
other cause, and the cost of such damage exceeds $4,000,000 and such damage
shall not have been repaired or reconstructed prior to the Closing Date in a
good and workmanlike manner to the reasonable satisfaction of Buyer, Buyer may,
at its option, (a) receive the proceeds of the insurance payable in connection
therewith under any insurance policy or policies covering the Purchased Assets
together with a cash payment from Seller in the amount of the deductible, if
any, and thereupon remain obligated to perform this Agreement, or (b) terminate
this Agreement and receive any funds and documents previously deposited,
including the Earnest Money Deposit. Upon termination of this Agreement by Buyer
pursuant to this Section, neither party shall thereafter be under further
liability to the other. Seller shall be entitled to receive the proceeds of any
and all insurance claims for any damage to the Purchased Assets occurring prior
to the Effective Date.

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

     SECTION 14. MISCELLANEOUS.

               14.1 NOTICES. All notices, consents or waivers required or
permitted in this Agreement shall be in writing and be deemed to have been duly
given (a) when delivered to the recipient personally; (b) 72 hours after being
mailed by registered or certified mail, return receipt requested, postage
prepaid,



addressed to the recipient as set forth below; or (c) upon electronically
verified transmission by telecopier, whichever is earlier. A party may change
its address for notice by giving notice in the manner described above.

     If to Buyer:

                     Marriott Ownership Resorts, Inc.
                     6649 Westwood Boulevard
                     Orlando, FL 32821
                     Fax: (407) 206-6420
                     Attention: David E. Holton, Vice President

     With a copy to:

                     Marriott Ownership Resorts, Inc.
                     Law Department
                     6649 Westwood Boulevard
                     Orlando, FL 32821
                     Fax: (407) 206-6420
                     Attention: Daniel B. Zanini

     If to Seller:   c/o Boykin Lodging Company
                     Guildhall Building
                     45 W. Prospect Ave., Suite 1500
                     Cleveland, OH 44115
                     Fax: (216) 430-1201
                     Attention: Robert W. Boykin

     With a copy to: Baker & Hostetler LLP
                     3200 National City Center
                     1900 East Ninth Street
                     Cleveland, Ohio 44114-3485
                     Fax: (216) 696-0740
                     Attention: Matthew A. Tenerowicz

               14.2 ENTIRE AGREEMENT. This Agreement, including the Exhibits,
Schedules and other documents referred to herein, contains the entire agreement
between the parties pertaining to the subject matter hereof and fully supersedes
all prior agreements and understandings between the parties pertaining to such
subject matter. No change in or amendment to this Agreement shall be valid
unless set forth in writing and signed by all of the parties hereto.

               14.3 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without giving
effect to the principles of conflicts of law thereof.

               14.4 COUNTERPARTS. This Agreement may be executed in several
counterparts, and all such executed counterparts shall constitute the same
agreement. It shall be necessary to account for only one such counterpart in
proving this Agreement. Counterpart signature pages delivered via facsimile and
other electronic transmissions shall be sufficient for purposes of binding the
parties hereto.

               14.5 HEADINGS, GENDER AND NUMBER. The section headings used in
this Agreement are intended solely for convenience of reference and shall not
amplify, limit, modify or otherwise be used in the interpretation of any
provision of this Agreement. The masculine, feminine or neuter gender and the



singular or plural number shall be deemed to include the others whenever the
context so indicates or requires.

               14.6 [INTENTIONALLY OMITTED.]

               14.7 BINDING AGREEMENT; ASSIGNMENT. The provisions of this
Agreement shall be binding upon and inure to the benefit of the successors and
permitted assigns of the parties hereto. Buyer shall have the right to assign
all of its rights and obligations under this Agreement without the prior written
consent of Seller provided that such assignment shall not relieve Buyer of
liability for failure to perform its obligations under this Agreement.



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

               14.9 EXHIBITS AND SCHEDULES. References in this Agreement to
"Exhibits" refers to the exhibits described in the List of Exhibits attached
hereto, all of which are incorporated by reference into this Agreement.
References in this Agreement to "Schedules" refers to the schedules described in
the List of Schedules attached hereto, all of which are incorporated by
reference into this Agreement.

               14.10 SELLER'S KNOWLEDGE. For purposes of this Agreement, "to
Seller's knowledge," "known to Seller" and other like phrases shall mean the
current actual knowledge of (i) Russ Valentine, Senior Vice President of
Development at the corporate offices of Seller, after reasonable investigation,
or (ii) Anton Peringer, the current general manager of the Hotel.

               14.11 FEES AND EXPENSES. Buyer and Seller will each be
responsible for payment of the fees, costs and expenses of their respective
legal counsel.

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

                                        SELLER: Boykin Marco LLC

                                        By: Boykin Hotel Properties, L.P., its
                                            sole member

                                        By: Boykin Lodging Company, its general
                                            partner


                                        By: /s/ Robert W. Boykin
                                            ------------------------------------
                                            Robert W. Boykin
                                        Its: CEO


                                        BUYER: Marriott Ownership Resorts, Inc.


                                        By: /s/ David E. Holton
                                            ------------------------------------
                                            David E. Holton
                                        Its: Vice President



                           Acceptance by Escrow Agent

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

                                        Fidelity National Title Insurance
                                        Company


                                        By /s/ Rebecca Groetsch
                                           -------------------------------------
                                        Title Commercial Closer
                                        Date 5/8/06



                                LIST OF EXHIBITS
                                       TO
                            HOTEL PURCHASE AGREEMENT



Exhibit   Description
- -------   -----------
       
A-1       Legal Description of Real Property
A-2       Legal Description of Hotel
A-3       Special Warranty Deed
B         General Conveyance, Bill of Sale and Assignment
C         Assignment and Assumption Agreement
D         Officer's Certificate - Seller
E         Officer's Certificate - Buyer




                              LIST OF SCHEDULES TO
                            HOTEL PURCHASE AGREEMENT



Schedule          Description
- --------          -----------
               
Schedule 1.1(e)   Contracts
Schedule 1.1(f)   Permits
Schedule 1.1(k)   Tenant Leases
Schedule 1.1(l)   Personal Property Leases
Schedule 1.1(z)   Excluded Assets
Schedule 5.7      Litigation
Schedule 5.8      Compliance with Laws
Schedule 5.9      Labor Matters
Schedule 5.10     Contract Compliance
Schedule 5.11     Tenant Lease Compliance

EX-31.1

Exhibit 31.1

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

I, Robert W. Boykin, certify that:

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

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

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

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

Date: August 8, 2006

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

EX-31.2

Exhibit 31.2

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

I, Shereen P. Jones, certify that:

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

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

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

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

Date: August 8, 2006

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

EX-32.1

Exhibit 32.1

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

In connection with the Quarterly Report of Boykin Lodging Company (the “Company”) on Form 10-Q for the quarter ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert W. Boykin, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Robert W. Boykin  

Robert W. Boykin 

Chairman of the Board and Chief Executive Officer 

August 8, 2006 

EX-32.2

Exhibit 32.2

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

In connection with the Quarterly Report of Boykin Lodging Company (the “Company”) on Form 10-Q for the quarter ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shereen P. Jones, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Shereen P. Jones  

Shereen P. Jones 

Executive Vice President, Chief Financial and Investment Officer 

August 8, 2006