Outrigger Hotels Hawaii Hotel Management Agreement



  
 Exhibit 10.41

 OUTRIGGER HOTELS HAWAII 
 HOTEL MANAGEMENT AGREEMENT 
 EMBASSY SUITESTM - WAIKIKI BEACH
WALKTM HOTEL 
 THIS AGREEMENT is made effective as of January 10, 2006 (the “Commencement
Date”), by and between EBW Hotel LLC, a Hawaii limited liability company (“EBW”), Waikele Venture Holdings, LLC, a Delaware limited liability company (“Waikele”),
Broadway 225 Sorrento Holdings, LLC, a Delaware limited liability company (“Sorrento”), and Broadway 225 Stonecrest Holdings, LLC, a Delaware limited liability company
(“Stonecrest”), as tenants-in-common (EBW, Waikele, Sorrento and Stonecrest being collectively called, “Owner”), and Outrigger Hotels Hawaii, a Hawaii limited partnership, doing
business as Outrigger Hotels & Resorts (“Operator”). 
 BACKGROUND 

The entities comprising Owner are the owners, as tenants-in-common pursuant to that certain Tenancy-In-Common Agreement dated of even date
herewith, of the hotel that is under construction in the Hotel Apartment of the condominium property regime known as “Beach Walk,” as more specifically described in the Declaration of Condominium Property
Regime, Bylaws, and Condominium Map (the “Condominium Documents”) for Beach Walk, which Hotel Apartment and Condominium Documents are more particularly described in Exhibit A attached hereto and made a part
hereof. Such Hotel Apartment, together with all improvements located or to be located therein or appurtenant thereto, and all entrances, exits, rights of ingress and egress, easements and appurtenances related thereto, including the front desk and
the non-exclusive license in favor of the Hotel Apartment to use the Parking Facility described in the Condominium Documents, are called the “Hotel.” Owner desires to delegate to Operator control and discretion, upon
the terms and conditions set forth in this Agreement, (a) in the development, constructing, furnishing, equipping and decorating of the Hotel, and (b) in the marketing, operation, and management of the Hotel, and Operator desires to assume
such control and discretion upon the terms and conditions set forth in this Agreement. 
 AGREEMENT 

NOW, THEREFORE, Owner and Operator hereby agree as follows: 
 ARTICLE 1 
 DEFINITIONS 

Definitions. As used in this Agreement the following terms and phrases are either defined below or defined where indicated. For
the purposes of interpreting this Agreement, terms appearing in initial capital letters shall have the meaning as defined herein. These same words appearing in lower case shall have their normal meaning in common parlance. 







  
 1.1
“Affiliate” means, when used with reference to a specified Person, (a) any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person; (b) any Person
that directly or indirectly is the beneficial owner or possesses voting power of fifty percent (50%) or more (directly or indirectly) of any class of equity securities of the specified Person; or (c) any Person, of which the specified
Person is directly or indirectly the beneficial owner or possesses voting power of fifty percent (50%) or more of any class of equity securities. 
 1.2 “Agency Accounts” is defined in Section 6.1. 
 1.3 “Annual Capital Budget” is defined in Section 9.1. 
 1.4 “Annual Operating Budget” is defined in Section 9.1. 
 1.5 “Annual Budgets” means the Annual Capital Budget and the Annual Operating Budget. 
 1.6 “Annual Financial Statement” is defined in Section 9.2. 
 1.7 “Business Day” means any day other than Saturday, Sunday, any day that is a legal holiday in the State of California or Hawaii, or any other day on which banking
institutions in California or Hawaii are authorized to close. 
 1.8 “Chain Services” is defined
in Section 4.1. 
 1.9 “Commencement Date” is defined in the first paragraph of this
Agreement. 
 1.10 “Construction Budget” means the budget for the development and construction of
the Hotel setting forth all of the anticipated costs and expenses for development, design, construction and financing, as set forth in Exhibit D attached hereto and in that certain Waikiki Beach Walk Cash Flow: Hotel, dated June 27,
2005, both of which have been approved by Owner and Operator, and as may be amended from time to time, subject to Section 3.2.5. 
 1.11 “Construction Contract” means that certain Construction Contract dated May 3, 2005, by and between Outrigger Hotels Hawaii, as Owner, and Charles Pankow Builders,
Ltd., as contractor, as the same has been or may be amended from time to time. 
 1.12 “Construction
Loan” is defined in Section 3.1.1. 
 1.13 “Construction Plans” means
those certain plans and specifications listed in Waikiki Beach Walk Hotel – Guestroom Renovations dated April 18, 2005, and Addendum #1 dated April 28, 2005, pursuant to which the improvements of the Hotel are being constructed.

 1.14 “Construction Schedule” means those certain Embassy Suites Construction Schedules dated
October 5, 2005 and October 10, 2005. 
 1.15 “Expiration Date” is defined in
Section 2.3. 







  
 1.16
“Extension Period” is defined in Section 2.1. 
 1.17 “Fiscal
Year” means each calendar year during the Term and shall include any and all full and partial Fiscal Years. 

1.18 “FF&E” means the furniture, fixtures and equipment used or to be used in the operation of the
Hotel, and shall include guest room, corridor, lobby furnishings, office furniture and equipment, appliances, art work, carpeting, computers (excluding proprietary computer systems or software used in connection with the Hotel and either owned by
Operator or owned by third parties and licensed to Operator, including the “JD Edwards” software program, systems or software that comprise the “Reservation Service,” as such term is defined in the Franchise Agreement, and such
other software program(s) that Operator may be licensed to use at the Hotel), electronic data processors, telephones, televisions, radios, signs and vehicles. 
 1.19 “Force Majeure” is defined in Section 24.3.1. 
 1.20 “Franchise Agreement” means that certain Franchise License Agreement dated January 25, 2005, under which Franchisor, as Licensor, granted a license to Operator, as
Licensee, to operate the Hotel under the name, “Embassy Suites - Waikiki Beach Walk,” as assigned to and assumed by ESW LLC, a Hawaii limited liability company, and amended pursuant to that certain Assignment and Assumption of, and
Amendment to, License Agreement dated as of December 15, 2005, and as further assigned to and assumed by (or intended to be assigned to and assumed by) Owner. 
 1.21 “Franchisor” means Promus Hotels, Inc., a Delaware corporation, Licensor under the Franchise Agreement. 

1.22 “Gross Operating Profit” is defined in Section 5.3. 

1.23 “Gross Revenues” is defined in Section 5.2. 

1.24 “Hotel” is defined in the Preamble. 

1.25 “Hotel Employees” is defined in Section 3.3. 

1.26 “Hotel Expense” is defined in Section 8.1. 

1.27 “Including” means “including without limitation,” unless otherwise expressly provided.

 1.28 “Initial Term” is defined in Section 2.1. 

1.29 “Land” is defined in the Preamble. 

1.30 “Management Fee” is described in Section 5.1. 

1.31 “Minimum Working Capital Amount” is defined in Section 7.1. 

1.32 “Monthly Financial Statements” is defined in Section 9.2. 







  
 1.33
“Owner’s Expense” means any and all costs and expenses incurred by Owner or by Operator, for and on behalf of Owner, under this Agreement and for Owner’s account and at Owner’s separate expense to be
paid by Owner from Owner’s own funds (a) from the Agency Accounts, but only if and to the extent there are available funds after Gross Operating Profit has been determined and Management Fees, debt service and Hotel Expenses have been
paid, or (b) on a cash basis from Owner. 
 1.34 “Person” means any individual, partnership,
limited liability partnership or company, corporation, trust, estate, association, governmental agency, regulatory authority or other entity of any kind or nature whatsoever. 
 1.35 “Prime Rate” means the rate of interest reported in The Wall Street Journal as the “Prime Rate” in its general guide to money rates and described as the base
rate on corporate loans at large U.S. money center commercial banks, it being understood that such rate is a reference rate, not necessarily the lowest, which serves as the basis upon which effective rates of interest are calculated for obligations
making reference thereto. In the event this rate is reported as a range of rates, the rate used for purposes of this Agreement shall be the highest rate reported. In the event the interest rate index stated above ceases to be available, Operator may
substitute any similar index, whether or not reported in The Wall Street Journal, and Operator’s selection shall be conclusive and binding on Owner. In such event, and until Operator selects a substitute index, interest shall accrue at the rate
in effect at the time the index was determined to be unavailable. 
 1.36 “Reserve Fund” is
defined in Section 10.1. 
 1.37 “Term” is defined in Section 2.3. 

1.38 “Trademark License Agreement” means that certain Trademark License Agreement dated as of
December 15, 2005, by and between Outrigger Hotels Hawaii, as Licensor, and ESW LLC, as Licensee, which is being assigned by ESW LLC to Owner, and assumed by Owner, concurrently with this Agreement. 

1.39 “Working Capital” is defined in Section 7.1. 

ARTICLE 2 

TERM 

2.1 Initial Term. The initial term of this Agreement (“Initial Term”) shall be for a period of one
(1) year, commencing as of the Commencement Date, unless this Agreement is sooner terminated or extended in accordance with the provisions hereof. 
 2.2 Extension Periods. The Term of this Agreement shall be renewable annually. Unless any Owner or Operator has provided written notice to the other party, at least six (6) months prior to the
date upon which the Term then in force would otherwise expire, of the notifying party’s election not to extend the Term, such Term then in force shall be extended by a period of one (1) year (each, an “Extension
Period”). The Term, with all Extension Periods, 







 
shall not exceed twenty-five (25) years without the express, written and unanimous consent of all entities comprising Owner and of Operator. 

2.3 Term. The “Term” of this Agreement shall be the Initial Term and any and all Extension Periods
that the parties have elected to exercise. The “Expiration Date” shall occur on the expiration of the Term. 
 ARTICLE 3 
 OPERATION OF HOTEL BY OPERATOR 

3.1 Operator’s Authority. Owner engages Operator to be the sole and exclusive operator and manager of the Hotel upon the
terms and conditions of this Agreement. Except as otherwise provided in this Agreement, and subject to Section 3.2 and the approved Annual Budgets, Operator shall have absolute control and discretion: (a) in the development,
constructing, furnishing, equipping and decorating of the Hotel, and (b) in the marketing, operation, and management of the Hotel, including the following: 
 3.1.1 endeavor to obtain or cause to be obtained any permits or approvals necessary for the Hotel from time to time; to cause the completion of construction, furnishing and equipping of the Hotel in
accordance with the Construction Schedule, the Construction Plans, the Construction Budget, and all applicable building and other governmental permits; to furnish the Hotel in conformity with the Construction Budget; to obtain financing for the
development, construction, furnishing and equipping of the Hotel (the “Construction Loan”), substantially in accordance with the terms, provisions, and conditions set forth in that certain “Embassy Suites Hotel
Conversion, Summary of Terms & Conditions” dated October 2, 2005, prepared by the construction lender; to cause the Hotel to open in accordance with the Construction Schedule; to administer and implement, as Owner’s agent,
development and construction-related contracts and agreements in existence as of the Commencement Date, at the expense of Owner, including (i) the Construction Contract; (ii) that certain Turnkey Agreement dated as of April 4, 2005,
between ABW Lewers LLC and ESW LLC, which was assigned by ESW LLC to Owner (the “Turnkey Agreement”); and (iii) that certain Reimbursement Agreement dated as of April 4,2005, between ABW Lewers LLC and ESW
LLC, which was assigned by ESW LLC to Owner (the “Reimbursement Agreement”); pursuant to which agreements ABW Lewers LLC is constructing certain improvements on behalf of Owner and the Hotel. 

3.1.2 except as otherwise set forth in this Section 3.1, the right, authority and power, either by itself or
as part of an association, to administer and implement, as Owner’s agent, contracts, leases and agreements relating to the Hotel in existence as of the Commencement Date, including Owner’s obligations as a member of, and under, that
certain WBW CHP, LLC Limited Liability Operating Agreement dated as of December 15, 2005, pursuant to which ABW Lewers LLC is constructing, on behalf of WBW CHP, LLC, a chilled water system that will service the Hotel, at the expense of Owner;
provided, however, that Operator may accept contracts or reservations for the use of guest rooms, banquet facilities, or meeting rooms or other facilities at the Hotel, including all individual, group and corporate contracts or reservations and
airline crew reservation contracts, regardless of whether secured by 







 
deposits. Owner hereby agrees to execute any such contracts, leases, or agreements upon the request of Operator; 

3.1.3 the right, authority and power to determine the terms of admittance, charges for rooms and charges for entertainment
(which rights specifically allow Operator to charge varying rates to different customers or groups of customers and allow Operator, in its discretion, to permit persons to occupy rooms or suites at the Hotel at rates lower than published rates or
free of charge), credit policies (including arrangements with credit card organizations, catering operations, etc.) and all phases of advertising, promotion and publicity relating to the Hotel; 

3.1.4 subject to the provisions of Section 3.3 (Hotel Employees), the right, authority and power to determine
labor policies (including wage rates, the hiring and discharging of employees, and the installation of employee retirement or other benefit plans) and, at Operator’s discretion, to enroll Hotel Employees in such pension, medical, health, life
insurance and similar employee benefit plans which are customary in the industry and otherwise available to employees of other hotels operated by Operator or its Affiliates. Such plans may be joint plans for the benefit of employees at more than one
hotel operated by Operator or its Affiliates, in which case employer contributions to such plans, along with reasonable administrative expenses incurred in connection therewith, will be Hotel Expenses. Operator will equitably apportion the
administrative expenses of any joint plans among the properties covered thereby; and 
 3.1.5 the right to
purchase and contract for goods, supplies and services (including Chain Services) for the Hotel from Operator or any of Operator’s Affiliates so long as the prices, terms and quality of goods, supplies and/or services rendered are competitive
with the prices, terms and quality of goods, supplies and/or services otherwise available if Operator were to negotiate for such goods, supplies and/or services on an arm’s length basis from unrelated third party providers. Operator may
negotiate itself or may pay to an Affiliate a fee for the negotiation of contracts for the direct purchase from independent suppliers of goods, supplies and/or services so long as the prices and terms for such goods, supplies and/or services when
added to such fee are competitive with the prices and terms for goods, supplies and/or services of equal quality available from unrelated third parties. All costs incurred by Operator or its Affiliates under this Section are to be charged to the
operation of the Hotel on the same basis as charged to the operation of other hotels owned or operated by Operator or its Affiliates. 
 3.2 Limitation on Operator’s Authority. The provisions of Section 3.1 (Operator’s Authority) are subject to Owner’s right to approve (including by approval of the Annual
Budgets, provided that approval of any Annual Budget shall not constitute Owner’s approval of any item hereunder unless such Annual Budget identifies any such item with sufficient particularity) the following: 

3.2.1 legal proceedings in connection with the Hotel that do not result from the ordinary course of Hotel operations;

 3.2.2 approval of the Annual Budgets in accordance with Section 9.1; 







  
 3.2.3
any sale, lease or re-lease of all or any portion of the Hotel (other than space licenses or concessions (or similar arrangements, if any), and rentals (hiring) of guest rooms in the normal course of business of the Hotel); 

3.2.4 any negotiation, re-negotiation, and approval of any indebtedness secured by any mortgage, deed of trust, or other
blanket lien recorded against the entire Hotel; 
 3.2.5 the making of any material change to the Construction
Plans, including any material change that materially affects the design, cost, value or quality of the improvements of the Hotel as shown on the Construction Plans. For purposes of this paragraph, a change that materially affects the cost of the
improvements of the Hotel means any change of greater than $750,000 (in the aggregate with all such changes relating to the same subject matter) from the amounts set forth in the Construction Budget; 

3.2.6 use of cash receipts for the repayment of any indebtedness in excess of regularly scheduled debt service payments or
payments required under loan documents executed and delivered with regard to the Hotel; 
 3.2.7 entering into
any contract on behalf of the Hotel or causing Owner to be obligated for any obligation which, in the aggregate with all contracts relating to the same subject matter, is greater than $750,000, unless such contract or obligation is approved in the
Annual Budgets or is otherwise a Hotel Expense permitted under Section 9.1.1; and 
 3.2.8 the
purchase and/or contract for goods, supplies and services (including Chain Services) for the Hotel from Operator or any of Operator’s Affiliates if (a) the prices, terms and quality of goods, supplies and/or services rendered are not
competitive with the prices, terms and quality of goods, supplies and/or services otherwise available if Operator were to negotiate for such goods, supplies and/or services on an arm’s length basis from unrelated third party providers, and
(b) such purchase and/or contract for goods, supplies and services is not otherwise approved by Owner through the Annual Budgets. 
 3.3 Hotel Employees. During the Term, all personnel regularly employed at the Hotel, including the general manager, who shall report to Operator and not Owner (collectively, the
“Hotel Employees”), shall remain the employees of Operator; provided, however, that Owner shall pay for all of the costs of employment of the Employees during the Term (“Wages and Benefits”),
including: 
 3.3.1 wages; salaries; bonuses; benefits or rights granted to the Employees, whether under the
terms of any pension, profit sharing, employee benefit and similar plans, if any, applicable to the Employees, or any existing employment or consulting contract with regard to the Employees; 

3.3.2 the employer’s portion of social security taxes, employer unemployment insurance contributions and assessments;

 3.3.3 workers’ compensation insurance; 

3.3.4 TDI insurance; 







  
 3.3.5
prepaid healthcare; vacation and sick leave pay; and 
 3.3.6 employee benefit plan contributions earned by the
Employees for service during the Term. 
 Owner shall also pay to Operator, together with the Wages and Benefits, general excise tax imposed
thereon. Operator shall have the right during the Term to direct, supervise, train and assign work schedules, duties and assignments to the Hotel Employees in connection with the operation of the Hotel. 

3.4 Standard of Operation. Operator shall operate the Hotel during the Term as a first class hotel and shall provide or cause to
be provided all amenities in connection therewith. Owner and Operator acknowledge that the operation of the Hotel shall be as a first class hotel if such operation complies with the building standard required under the Trademark License Agreement
and the standards specified in the Manual described in the Franchise Agreement. 
 ARTICLE 4 

CHAIN SERVICES 
 4.1 Chain Services Generally. The Management Fee covers Operator’s basic operation and management of the Hotel. Operator agrees to make available to Owner specialized services for marketing,
reservations, information technology, accounting, human resources and purchasing (the “Chain Services”). The cost for the Chain Services shall be paid for by Owner in accordance with the Annual Operating Budget, and
Operator shall, upon request by Owner in connection with any Annual Operating Budget review process, provide to Owner details, including methodology, used to calculate the costs for the Chain Services reflected in any such Annual Operating Budget.

 4.2 Payment for Chain Services. On the fifth (5th) day of each calendar month during the Term and on the fifth
(5th) day of the calendar month immediately following
the end of the Term, all fees and expenses for Chain Services provided by Operator, together with general excise tax imposed thereon, if any, for the preceding calendar month as then estimated by Operator shall be paid by Owner. If such estimated
amounts paid to Operator prove to be different from the amounts shown on the Monthly Financial Statement subsequently delivered by Operator to Owner, the installments for that month shall be recomputed on the basis of such statement and appropriate
adjustments shall be made in the estimated amount due for the next succeeding month(s). 
 ARTICLE 5 

OPERATOR’S FEES 
 5.1 Management Fees. During the Term, Operator shall be paid, in respect of its management services hereunder, a “Management Fee” comprising the following:

 5.1.1 commencing from and after the date on which Franchisor under the Franchise Agreement authorizes Licensee
to open for business (“Open”) or, if Licensee has not 







 
fully complied with the terms of the Franchise Agreement, to conditionally open for business (“Conditional Opening”), and to make available the facilities, guest rooms or services of
the Hotel under the Licensed Brand, “Embassy SuitesTM” (such date being defined as the “Opening Date” under the Franchise Agreement), and continuing throughout the Term, the amount of three percent (3%) of Gross
Revenues during the Term, payable monthly as set forth in Section 5.4 (Payments to Operator); and 

5.1.2 commencing from and after the earlier to occur of the Opening Date or the date of Conditional Opening (as such terms
are defined in the Franchise Agreement) and continuing throughout the Term, six percent (6%) of Gross Operating Profit, payable monthly as set forth in Section 5.4 (Payments to Operator); 

provided however, that the sum of the payments under Sections 5.1.1 and 5.1.2, for any Fiscal Year (or portion thereof), shall not exceed three
and one-half percent (3.5%) of Gross Revenues for such Fiscal Year (or portion thereof) during the Term. 
 5.2 Gross
Revenues. As used in this Agreement, “Gross Revenues” means all revenues and income of any kind derived directly or indirectly from the operation of the Hotel, whether on a cash basis or on credit, paid or unpaid,
collected or uncollected, determined in accordance with generally accepted hotel accounting principles applied on a basis consistent with those of the preceding year, excluding, however: 

5.2.1 federal, state and municipal excise, sales and use taxes collected directly from patrons or guests or as a part of
the sales price of any goods, services or displays, such as transient accommodations, gross receipts, admission, cabaret or similar or equivalent taxes; 
 5.2.2 proceeds of claims under any insurance policies, except for proceeds under any business interruption insurance; 

5.2.3 gains arising from the sale or other disposition of capital assets; 

5.2.4 any tax refunds or reversal of any contingency or tax reserves; 

5.2.5 any proceeds from sales of any of Owner’s real or personal property, including any proceeds resulting from
condemnation proceedings or the threat of condemnation; 
 5.2.6 gratuities collected and retained by Hotel
Employees or paid to the Hotel for distribution to such employees; 
 5.2.7 delivery charges billed to and
collected from customers at cost; 
 5.2.8 complimentary rooms authorized by Operator and given to speakers,
dignitaries, the general manager, Hotel Employees, Owner, travel agents or anyone else; 
 5.2.9 revenues
collected by Operator that are part of a package or plan, such as a car package or meal plan, and that are credited to or paid to a third party; and 







  
 5.2.10
revenues from the Parking Facility as described in the Condominium Documents. 
 5.3 Gross Operating Profit. As used in
this Agreement, “Gross Operating Profit” means Income Before Management Fees and Fixed Charges, which is determined by deducting Hotel Expenses from Gross Revenues. The term, “Income Before Management Fees and
Fixed Charges,” is defined in A Uniform System of Accounts for Hotels, Ninth Revised Edition. 

5.4 Payments to Operator. On the fifth (5th) day of each calendar month, Operator shall be paid the Management Fee specified in Section 5.1 for
the preceding calendar month as then reasonably estimated by Operator and disclosed to Owner, along with any amounts due Operator under ARTICLE 3 (Operation of Hotel by Operator) and ARTICLE 4 (Chain Services). If the estimated amounts
paid to Operator shall prove to be different from the amounts shown on the Monthly Financial Statement subsequently delivered by Operator to Owner, the Management Fee for the month for which it was paid shall be recomputed on the basis of the
amounts so shown and appropriate adjustments shall be made (without consideration of interest on any overpayment or underpayment) in the amount of the Management Fee otherwise due for the next succeeding month (or months, if necessary). 

ARTICLE 6 

BANK ACCOUNTS AND CASH DISBURSEMENTS 
 6.1 Possession of Funds. Subject to this Agreement, Operator, as agent of Owner, shall have possession and control of the Gross Revenues and all other funds utilized in the Hotel’s operation.
All funds received by Operator in the operation of the Hotel, including Working Capital provided by Owner, shall be deposited in one or more accounts (“Agency Accounts”) with Bank of Hawaii or such other federally
insured bank depository as Operator may from time to time select with Owner’s approval, which approval shall not unreasonably be withheld or delayed. 
 6.2 Risk of Loss. Owner shall bear all losses resulting from any failure or insolvency of the bank, trust company or other financial institution in which the Agency Accounts or the investments
authorized by Section 6.1 are maintained. Upon the termination of this Agreement, and the payment to Operator of all amounts due Operator upon such termination, all remaining amounts in the Agency Accounts to which Owner is entitled
shall be transferred to Owner. 
 6.3 Distribution of Funds to Owner. After adequate Working Capital reserves have been
provided in accordance with ARTICLE 7, Operator shall, on the twentieth (20th) day of each calendar month during the Term, pay to Owner any remaining surplus funds and accrued interest, if any, thereon that are not required for current
obligations. 
 ARTICLE 7 
 WORKING CAPITAL 
 7.1 Owner to Provide Working Capital. Owner shall
provide Operator at all times with cash sufficient in Operator’s opinion to finance and support the uninterrupted and efficient 







 
operation of the Hotel from time to time and the performance by Operator of its obligations under this Agreement (“Working Capital”), which amount should at any
time approximate Five Hundred Thousand Dollars ($500,000.00) (“Minimum Working Capital Amount”). Operator acknowledges that, as of the date of this Agreement, Owner has delivered to Operator an amount equal to the
Minimum Working Capital Amount, and Owner agrees that Operator may use the same as Working Capital in accordance with the Annual Operating Budget and the provisions of this Agreement. At no time during the Term shall the amount of Working Capital
available to Operator be less than the Minimum Working Capital Amount. Under no circumstances shall Operator be obligated to provide its own funds for the operation of the Hotel. 

7.2 Additional Working Capital. If the operation of the Hotel requires the infusion of Working Capital in addition to that which
is available in the Agency Accounts, Owner shall procure and deliver to Operator, within ten (10) Business Days after receiving notice from Operator of the need therefor, such additional funds as are required to finance and support the
uninterrupted and efficient operation of the Hotel. In the event Owner fails to pay such additional funds, Operator may, at Operator’s sole discretion, advance such additional funds, whereupon Owner shall pay to Operator from Owner’s own
funds and not as a Hotel Expense, commencing as of the first day on which Operator advances such funds and ending on the date on which Owner repays to Operator funds advanced by Operator, interest on the delinquent amount at a rate equal to four
(4) percentage points above the Prime Rate. 
 ARTICLE 8 

EXPENSES 

8.1 Expenses of Owner. Unless this Agreement expressly provides for an item or service to be at Operator’s own expense, all
costs and expenses incurred by Operator in the performance of Operator’s obligations under this Agreement shall be for and on behalf of Owner and for its account, and each of the same shall be a “Hotel Expense,”
except as and to the extent this Agreement provides expressly for any of them to be at Owner’s separate expense to be paid by Owner from Owner’s own funds on a cash basis and not from the Agency Accounts. 

8.2 Owner’s Debts and Liabilities. All debts and liabilities incurred with or owed to third parties by Operator on behalf of
either Owner or the Hotel, in the normal course of business, and within the authority granted to Operator herein, are and shall remain the sole obligations of Owner. 
 8.3 Payment of Construction Costs and Use of Construction Loan Proceeds. Construction costs are Owner’s Expenses that shall be paid for by Owner on a cash basis from Owner’s own funds
(and not from the Agency Accounts) and shall be reimbursed by Owner to Operator. Construction Loan proceeds shall be disbursed and applied as set forth in Exhibit E attached hereto and made a part hereof. 

ARTICLE 9 

ANNUAL BUDGETS AND FINANCIAL STATEMENTS 







  
 9.1 Annual
Budgets 
 9.1.1 Operator shall, not later than sixty (60) days prior to the commencement of each Fiscal
Year, prepare an estimate of operating revenues and expenses for the ensuing Fiscal Year (“Annual Operating Budget”) and an estimate of capital expenses for the ensuing Fiscal Year (“Annual Capital
Budget”) (together the “Annual Budgets”); provided that the Annual Budgets for the first Fiscal Year shall be prepared by Operator within ninety (90) days after the Commencement Date. The Annual
Budgets must be approved by Owner (which approval shall not unreasonably be withheld and shall be deemed given unless a specific written objection is delivered by any Owner to Operator within thirty (30) days after submission to Owner of each
Annual Budget) and thereafter may not be exceeded without Owner’s prior written approval, which approval shall not unreasonably be withheld, except that the Hotel Expenses in the Annual Operating Budget may be exceeded in the aggregate by not
more than ten percent (10%) of the amount of Hotel Expenses in that Annual Operating Budget without Owner’s approval. 
 9.1.2 Owner acknowledges that any increase in the occupancy levels of the Hotel over the levels estimated in the Annual Operating Budget during any Fiscal Year or other budgeting period may have a direct
effect on and may cause a corresponding increase in the expenses of the Hotel. Owner therefore agrees that any consequential increases in expenses in the Annual Operating Budget (not to exceed ten percent (10%) in any line item of that Annual
Operating Budget) which are a result of such increases in occupancy levels shall be deemed approved by Owner, and need not be submitted to Owner for approval nor will they count as increases over the previously approved budget amount, i.e., such
increases will not be included as excess expenses in calculating the percentage limit set forth above. Operator shall otherwise use reasonable efforts to adhere to the Annual Budget and, if requested by Owner, Operator will hold quarterly meetings
with Owner to review the results of the Hotel operations. If, between quarterly meetings, Operator finds it necessary to exceed the Annual Budget authorizations as approved and permitted herein, Operator will give notice to Owner requesting approval
for such excess; such approval shall not unreasonably be withheld and shall be deemed given unless a specific written objection is delivered by any Owner to Operator within ten (10) days after submission thereof to Owner. If Owner and Operator
are unable to reach agreement with respect to individual expense items in the Annual Budgets for a particular Fiscal Year, the Annual Budgets shall be implemented for such Fiscal Year with respect to expense items which are not in dispute, and
expense items in dispute shall be kept at the same level of such expense items for the previous Fiscal Year, adjusted, however, by any increase, if any, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor
for Urban Wage Earners and Clerical Workers, All Items, All Urban Areas (1982-84=100) for Honolulu (the “CPI”), from the first day of the previous Fiscal Year. In the event Owner and Operator cannot resolve any disputed expense
item, such dispute shall be resolved by the Dispute Resolution Procedures. 
 9.2 Financial Statements. Within twenty
(20) days after the end of each calendar month during the Term, Operator shall furnish to Owner an accounting of the fees and expenses under this Agreement, which shall include a profit and loss statement and an operating cash flow statement
consistent with the format attached hereto as Exhibit B and made a part hereof (the “Monthly Financial Statement”). Within ninety (90) days after the end of each Fiscal Year, Operator shall submit to Owner
a statement of operations for the Hotel, including a profit and 







 
loss statement, a statement of financial position and a statement of cash flow, providing a comparison of such profit and loss statement against the profit and loss statement of the Annual
Operating Budget for the Fiscal Year just concluded, and, where available, the prior Fiscal Years’ results (the “Annual Financial Statement”), along with such other financial reports and information as may be
reasonably requested by Owner. 
 9.3 No Reliance on Projections. Owner hereby represents that in entering into this
Agreement Owner has not relied, and agrees that in the future it will not rely, on any budgets, projection of earnings, statements as to the possibility of future success or other similar matter, including the Annual Budgets
(“Projections”), which may have been or may hereafter be prepared by Operator. Owner hereby acknowledges and agrees that the Projections are good faith estimates only and that unforeseen circumstances may make
adherence to the Projections impracticable, and that any use of the Projections by Owner shall be subject to this understanding. 
 9.4 Location and Availability of Records. The books and records of the Hotel shall be maintained at the Hotel or such other place designated by Operator and approved by Owner from time to time and
shall, during regular business hours, be available for inspection and duplication by Owner and its designated representatives including, without limitation, attorneys, auditors, and accountants, at Owner’s Expense. 

ARTICLE 10 

FF&E RESERVE FUND 
 10.1 Reserve Fund. Twenty (20) days after the end of each calendar month during the Operating Term, Operator shall transfer from the Agency Accounts to an account designated by Owner, an
amount equal to four percent (4%) of the Gross Revenues of the Hotel for such preceding month, for the purpose of establishing a reserve fund (the “Reserve Fund”) to pay for replacement of and additions to the
FF&E in accordance with the Annual Budgets. Any proceeds from sales of FF&E shall be transferred to Owner, and all interest earned on the Reserve Fund shall accrue to the Reserve Fund; provided, however, that the Reserve Fund shall not
exceed $500,000.00 at the end of any calendar month without the consent of Owner. If in any Fiscal Year the Reserve Fund is inadequate to meet FF&E expenses during such Fiscal Year, Owner shall have the obligation to make up the amount of any
shortfall. Upon the termination of this Agreement, the balance of the Reserve Fund shall be paid to Owner. 
 ARTICLE 11

 MAINTENANCE AND REPAIRS; 
 CAPITAL EXPENDITURES 
 11.1 Maintenance and Repair Expenditures. To
the extent sufficient Working Capital is made available and to the extent included in the Annual Budgets or otherwise approved by Owner, Operator will make such expenditures for repairs and maintenance (excluding structural or other extraordinary
repairs not required to be made on an emergency basis) as it deems necessary to keep the Hotel in good operating condition. 







  
 11.2 Annual Capital
Expenditures Plan. Operator shall prepare annually, for Owner’s approval, a capital expenditures plan (the “Annual Capital Budget”) outlining expenditures for replacements of FF&E and other capital
expenditures deemed necessary or desirable by Operator during the ensuing Fiscal Year. Owner’s consent to the Annual Capital Budget shall not unreasonably be withheld and shall be deemed given unless a specific written objection thereto is
delivered by any Owner to Operator within thirty (30) days after submission thereof. Operator shall make such substitutions and replacements or renewals to FF&E as it deems necessary or desirable, up to the amount set forth in the Annual
Capital Budget in effect from time to time, and to the extent sufficient funds in the Reserve Fund are available. No expenditure will be made in excess of such amount or for any other capital improvement without the approval of Owner. The FF&E
component of the Annual Capital Budget prepared by Operator shall be paid for from monies held in the Reserve Fund and, where such monies are insufficient to pay for such expenditures, Owner shall pay for such shortfall with Owner’s own funds.

 11.3 Owner’s Right to Alter/Improve Hotel. Owner may, at any time but subject to any loan requirements and the
Franchise Agreement, at Owner’s Expense, make such alterations or improvements in or to the Hotel as Owner and Operator shall mutually approve and as shall be included in the Annual Capital Budget. All alterations or improvements shall be made
in a manner to cause the least practicable interference with the operation of the Hotel, and only in accordance with the mutually approved Annual Capital Budget. No Hotel expansion shall be undertaken or commenced by Owner without Operator’s
prior written reasonable approval of such expansion, including the plans, specifications, drawings, architect and contractor therefor. In the event (i) any alterations, additions or improvements, structural or nonstructural, are required to
bring the Hotel into compliance with any applicable requirements under all laws, ordinances, orders, rules and regulations of authorities with jurisdiction over the Hotel (“Governmentally Required Improvements”); or
(ii) any alterations, additions or improvements, structural or nonstructural, that are treated as “capital improvements” under generally accepted accounting principles, are required to maintain the standard of operation for the Hotel,
Owner shall make such improvements from Owner’s own funds on a cash basis and not from the Agency Accounts, at the earlier to occur (such earlier date being called the “Completion Date”) of (a) a time
mutually agreed to by Owner and Operator, or (b) before any litigation, action, claim or proceeding is filed against the Hotel seeking to enforce the law, ordinance, order, rule or regulation requiring such Governmentally Required Improvements.
Operator and Owner shall promptly provide to the other party a copy of any notice received by Operator or Owner, as the case may be, with respect to any such threatened or actual litigation, action, claim or proceeding. 

11.4 Owner’s Failure to Alter/Improve Hotel in Time Required. In the event Owner fails to make Governmentally Required
Improvements by the Completion Date, Operator may, at Operator’s election, (a) terminate this Agreement, or (b) to make the improvements required, and in the event Operator elects to make the required improvements, Owner shall pay to
Operator from Owner’s own funds and not as a Hotel Expense, commencing as of the first day after the payment is due to Operator, interest on the delinquent amount at a rate equal to four (4) percentage points above the Prime Rate.

 11.5 Capital Expenditures. Owner and Operator shall agree upon a person or entity, which person or entity may be
Operator, to supervise and direct, in the manner and to the extent 







 
agreed upon by Owner and Operator, the Hotel’s programs of capital expenditures authorized from time to time by the provisions of this ARTICLE 11. If such person or entity is agreed
to be Operator, Operator shall be entitled to receive reasonable compensation for these services as agreed upon by Owner and Operator in addition to any other amounts payable to Operator under this Agreement. 

ARTICLE 12 

INSURANCE 

12.1 Policies to be Carried. In the name of Owner and Operator, and as a Hotel Expense (except as provided in
Section 12.2), Operator shall, from and after the Commencement Date, procure and maintain in full force and effect insurance as is reasonably customary from time to time for hotels of equivalent class for the hotel industry in Hawaii,
the policies of which shall be subject to Operator’s and Owner’s mutual approval as to form and content, including policy coverages, premiums and deductibles. Such insurance shall include the following: 

12.1.1 General Liability. A policy of commercial general liability insurance with respect to the Hotel and the
business conducted therein by Operator with such limits, deductibles, and coverages from time to time as a prudent businessperson would require, but in no event shall such policy be less than $10,000,000.00 per occurrence and in the aggregate for
bodily and personal injury including property damage, or a combined single limit of $10,000,000.00. 
 12.1.2
Property Insurance. A policy of property insurance to insure against risks of direct physical loss not otherwise excluded (commonly referred to as all risk coverage that includes windstorm/hurricane) and flood. All insurance proceeds from
such policy in the event of a casualty shall be deposited into an Agency Account, to be established by Owner and Operator, for the purpose of repairing, replacing and reconstructing the Hotel in accordance with this Agreement. 

12.1.3 Business Personal Property Insurance. A policy of business personal property insurance to cover damage or
loss to the FF&E, against risks of direct physical loss not otherwise excluded, in the full replacement cost thereof. All insurance proceeds from such policy in the event of a casualty shall be deposited into an Agency Account, to be established
by Owner and Operator, for the purpose of repairing and/or replacing the FF&E in connection with the repair, replacement and reconstruction of the Hotel in accordance with this Agreement. 

12.1.4 Business Income Insurance. A policy of insurance covering loss of earnings or business income, with extra
expense, resulting from loss or damage by risks of direct physical loss not otherwise excluded, payable to Operator. 
 12.1.5 Insurance Required By Law. Such insurance or other coverage as may be required by any law, regulation, or ordinance of any federal, state, or municipal government or agency thereof,
including workers’ compensation, temporary disability and automobile insurance. 
 12.2 Insurance Not Required.
Owner and Operator agree that neither Owner nor Operator will obtain insurance to cover acts of terrorism and mold infestation and that such risks, 







 
including damage to the Hotel, are assumed by Owner; provided, however, that Owner and Operator shall endeavor, on a commercially reasonable basis, not to purchase insurance policies that
expressly exclude such risks. Should Owner desire insurance to cover such risks, Owner will procure such insurance at Owner’s sole cost and expense. 
 12.3 General. 
 12.3.1 Policies. All insurance
policies required under this Agreement shall be in a form and written by good and responsible insurance companies authorized to do business in the State of Hawaii, holding a “General Policyholders Rating” with a minimum A.M. Best Rating of
A- (as set forth in the most current issue of “Best’s Insurance Guide”), and otherwise reasonably satisfactory to Owner and Operator. To the extent reasonably possible, Operator shall furnish to Owner a certificate of insurance and/or
evidence of property insurance as evidence for each policy of insurance required to be maintained by Operator hereunder on or before the Commencement Date. Each certificate of insurance and/or evidence of property insurance shall contain a provision
that such policy shall not be changed or canceled, nor the coverage reduced, without thirty (30) days’ prior written notice to Owner, and shall evidence the existence and coverages of such insurance with loss payable clauses. All policies
of insurance required to be maintained by Operator hereunder shall, to the extent permitted by law, name Owner as an additional insured. Operator reserves the right to obtain additional insurance either under a single policy or under a blanket
policy with respect to any and all of the insurance requirements herein. 
 12.3.2 Blanket Insurance
Policy. Any insurance required to be provided by Operator may be provided under policies of blanket insurance which cover other properties and activities of Operator. 

12.3.3 Reports. Operator shall periodically (but in no event less frequently than annually and when insurance
coverage is materially changed or modified) provide a report or reports to Owner setting forth the specific insurance, including coverage limits, procured by Operator pursuant to Section 12.1. If Owner is dissatisfied with such insurance
coverage, Owner shall so advise Operator, and the parties shall endeavor to come to an agreement. If the parties are unable to agree, the matters in dispute shall be resolved pursuant to arbitration. 

12.4 No Right of Subrogation; Adequacy of Coverage. All policies of insurance shall provide that the insurance company shall have
no right of subrogation against Owner or Operator, their respective agents or employees except in the event of willful misconduct or gross negligence on the part of Owner, Operator, or their respective agents or employees. Owner assumes all risks in
connection with the adequacy of any insurance program. 
 ARTICLE 13 

TAXES 

13.1 Payment of Taxes. 
 13.1.1 Operator shall pay when and as the same are due and payable, in the name and on behalf of Owner, in such installments as are permitted by law, all transient








 
accommodation taxes, general excise taxes (including general excise taxes assessed against all payments to Operator under this Agreement, including payments under this
Section 13.1.1), gross income taxes, withholding and payroll taxes, and betterment assessments levied or assessed on or against the Hotel or any portion thereof or Gross Revenues therefrom for any fiscal period of the taxing authority,
all or any part of which period is included in the Term. The portion of any such amount so paid which is allocable to a period during the Term shall be included as a Hotel Expense. 

13.1.2 During the Term, Operator shall pay when and as the same are due and payable, as an Owner’s Expense, in such
installments as are permitted by law, all real property taxes levied or assessed on or against the Hotel. Operator shall have absolute control and discretion with respect to all matters relating to real property taxes levied or assessed against the
Hotel. 
 ARTICLE 14 
 DAMAGE, DESTRUCTION OR CONDEMNATION 
 14.1 Damage or Destruction. If
the Hotel or any portion thereof shall be damaged or destroyed at any time during the Term by fire, casualty or any other cause, Owner shall, subject to the provisions of the Franchise Agreement, have the sole discretion to repair and/or replace the
Hotel. 
 14.1.1 If Owner elects, within twenty (20) days of such fire, casualty or cause, not to repair
and/or replace the Hotel, then this Agreement shall automatically terminate upon written notice of such election by Owner to Operator; provided, however, that Owner shall (a) through the date of such termination (or such longer period as
required by federal law or the laws of the State of Hawaii) and regardless of whether all or a portion of the Hotel is operating, pay for the Wages and Benefits of, and all payments required by federal law or state laws to, all Hotel employees,
together with all general excise taxes imposed thereon and an amount to cover Operator’s reasonable administrative costs and expenses in connection with processing such payment, and (b) pay for, at Owner’s Expense, any and all amounts
due and payable, upon termination or thereafter, to Licensor by any party, as Licensee, under the Franchise Agreement. 
 14.1.2 If Owner elects to repair and/or replace the Hotel (or if Owner fails to provide notice of any election within such 20-day period, in which event Owner shall be deemed to have elected to repair
and/or replace the Hotel), then throughout such period of repair or reconstruction Owner shall continue to pay for the Wages and Benefits of all Hotel employees, together with all general excise taxes imposed thereon and an amount to cover
Operator’s reasonable administrative costs and expenses in connection with processing such payment; provided, however, that, if permitted by and subject to applicable law, Operator shall reasonably endeavor to minimize such expenses, including
the termination of Hotel employees or reassignment of Hotel employees to other hotels operated by Operator. 
 14.2
Condemnation. If the whole of or a portion of the Hotel shall be taken in any condemnation, expropriation or like proceedings, or if such a portion thereof shall be taken as to make it unreasonable, in Owner’s opinion, to use the
remaining portion as a hotel of the type 







 
preceding such taking, then this Agreement shall terminate as of the date of such taking; provided, however, that Owner shall (a) through the date of such termination (or such longer period
as required by federal law or the laws of the State of Hawaii) and regardless of whether all or a portion of the Hotel is operating, pay for the Wages and Benefits of, and all payments required by federal law or state laws to, all Hotel employees,
together with all general excise taxes imposed thereon and an amount to cover Operator’s reasonable administrative costs and expenses in connection with processing such payment, and (b) pay for, at Owner’s Expense, any and all amounts
due and payable, upon termination or thereafter, to Licensor by any party, as Licensee, under the Franchise Agreement. 

ARTICLE 15 

ASSIGNMENT 
 15.1 No Right to Assign Without Consent of Other Party. Neither Owner nor Operator shall assign this Agreement, or any interest herein, without the prior written consent of the other party, which
consent may be withheld for any reason or no reason. No assignment of this Agreement or any portion thereof shall relieve the assignor or transferor of its obligations and liabilities under this Agreement. Notwithstanding the foregoing, Operator or
Owner shall be permitted to assign this Agreement to its respective Affiliate without the consent of the other party; provided, however, that such Affiliate shall be bound by the terms of this Agreement. 

ARTICLE 16 

TRANSFER OF HOTEL 
 16.1 Owner’s Transfer of Interest in Hotel. In the event Owner Transfers (defined below) its right, title and/or interest in the Hotel either during the Term or prior to the date that is the
twenty-fifth (25th) anniversary of the Commencement
Date, either (a) any such Transfer shall be subject to this Agreement, or (b) Owner shall pay the Cancellation Fee set forth in Section 19.1.2 below; provided, however, that in the event Franchisor does not consent to the
assignment or other transfer of the Licensee’s rights under the Franchise Agreement to Owner or Owner’s designee within one-hundred twenty (120) days after the Commencement Date, Operator acknowledges that Owner is required to
reconvey the Hotel to ESW LLC, and upon such reconveyance, Owner and Operator shall cancel and terminate this Agreement and the recorded memorandum hereof without payment of the Cancellation Fee. 

16.2 Definition of “Transfer.” “Transfer” means, (a) as a noun, any transfer, sale,
assignment, exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance, or other disposition, whether direct or indirect, voluntary or involuntary, by operation of law or otherwise, of all of Owner’s right, title and/or interest in
the Hotel or of all of its membership interest or percentage interest in any entity comprising Owner, and (b) as a verb, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, to transfer, sell, assign,
exchange, charge, pledge, give, hypothecate, convey, encumber, or otherwise dispose of all of Owner’s right, title and/or interest in the Hotel or of all of its membership interest or percentage interest in any entity comprising Owner;
provided, however, that a “Transfer” shall not include any of the foregoing if the result is that ESW LLC, Outrigger Hotels Hawaii or any Affiliate of 







 
either of them, does not own any interest, either directly or indirectly, in the Hotel after the subject transaction takes effect. 

ARTICLE 17 

TERMINATION BY OWNER 
 17.1 Termination By Owner. The occurrence of any of the following events shall constitute a default and be good cause for Owner to terminate this Agreement without prejudice to any other rights or
remedies Owner may have hereunder, or otherwise at law or in equity: 
 17.1.1 Operator breaches or fails to
comply with any material term, covenant or condition of this Agreement or any other contract or agreement with a third party arising under, in connection with or relating to the Hotel or this Agreement, and Operator fails to cure such default within
thirty (30) days after receipt of written notice from Owner specifying the exact nature of such default (unless some other cure period is provided in this Agreement, in which event such other cure period shall apply); provided, however, that if
such default is curable but not reasonably susceptible of being cured within such thirty (30)-day period, Owner shall not be entitled to terminate this Agreement if Operator commences curing such default within the thirty (30)-day period and
thereafter diligently pursues a cure thereof to completion. 
 17.1.2 Operator makes any assignment of its
property for the benefit of creditors. 
 17.1.3 Operator’s interest under this Agreement is taken on
execution of a judgment. 
 17.1.4 Operator files a petition for adjudication as a bankrupt, for reorganization
or for an arrangement under any bankruptcy or insolvency law, or an involuntary petition under any such law is filed against Operator and not dismissed within ninety (90) days thereafter. 

17.2 Effective Date. If Owner elects to terminate this Agreement pursuant to Section 17.1.1, such termination shall be
effective after the expiration of any cure periods available to Operator under such section, otherwise, such termination shall be effective upon Operator’s receipt of written notice from Owner of Owner’s intention to terminate this
Agreement. 
 17.3 No Termination Without Cause. Owner may not terminate this Agreement without cause. 

ARTICLE 18 

TERMINATION BY OPERATOR 
 18.1 Termination by Operator. The occurrence of any of the following events shall constitute a default and be good cause for Operator to terminate this Agreement without prejudice to any other
rights or remedies Operator may have hereunder, or otherwise at law or in equity: 







  
 18.1.1
Owner breaches or fails to comply with any material term, covenant or condition of this Agreement or another contract or agreement with a third party arising under, in connection with or relating to the Hotel or this Agreement and Owner fails to
cure such default within thirty (30) days after receipt of notice from Operator specifying the exact nature of such default (unless some other cure period is provided in this Agreement, in which event such other cure period shall apply);
provided, however, that if such default is curable but not reasonably susceptible of being cured within such thirty (30)-day period, Operator shall not be entitled to terminate this Agreement if Owner commences curing such default within the thirty
(30)-day period, and thereafter diligently pursues a cure thereof to completion. 
 18.1.2 Owner makes any
assignment of its property for the benefit of creditors. 
 18.1.3 Owner’s interest under this Agreement is
taken on execution of a judgment, including a judgment of foreclosure. 
 18.1.4 Owner files a petition for
adjudication as a bankrupt, for reorganization or for an arrangement under any bankruptcy or insolvency law, or an involuntary petition under any such law is filed against Owner and not dismissed within ninety (90) days thereafter. 

18.1.5 Owner fails to pay to Operator any amounts when due hereunder and Operator elects to terminate; provided, however,
(1) that Operator must give Owner forty-five (45) days’ prior notice of Operator’s election to terminate for such reason and (2) Owner may cure such default during such notice period by paying funds, which payment would
negate Operator’s right to terminate under this subsection. If Owner fails to pay amounts as and when due hereunder, commencing as of the first day after the payment is due to Operator, (i) there shall be a late charge of five (5%) of
the delinquent amount, and (ii) interest shall accrue on the delinquent amount at a rate equal to the lower of (x) three (3) percentage points above the Prime Rate or (y) the highest legal rate. 

18.2 Effective Date. If Operator elects to terminate this Agreement pursuant to Section 18.1.1 and/or 18.1.5 above,
such termination shall be effective after the expiration of any cure periods available to Owner under such section, otherwise such termination shall be effective upon Owner’s receipt of written notice from Operator of Operator’s intention
to terminate this Agreement. 
 18.3 No Termination Without Cause. Operator may not terminate this Agreement without
cause. 
 ARTICLE 19 
 RIGHTS UPON TERMINATION 
 19.1 Payment of Fees to Operator;
Reimbursement of Other Amounts to Operator. 
 19.1.1 Upon termination of this Agreement for any reason or
upon expiration of the Term, (1) Operator shall be entitled to: (a) reimbursement of all outstanding expenses incurred by Operator pursuant to this Agreement with respect to the Hotel; (b) payment of the Management Fee and any other
fees payable under this Agreement (or under any other 







 
arrangement entered into between the parties and/or the Affiliates of either in respect of the Hotel), to which Operator and/or its Affiliates would be entitled to through the date of
termination; and (c) payment of any other sums due Operator hereunder; (2) Owner shall, through the termination or expiration date, as applicable, pay for the Wages and Benefits of all Hotel employees, together with all general excise
taxes imposed thereon and an amount to cover Operator’s reasonable administrative costs and expenses in connection with processing such payment, and (3) payment of any and all amounts due and payable, upon termination or thereafter, to
Franchisor by any party, as Licensee, under the Franchise Agreement. 
 19.1.2 Owner and Operator hereby
acknowledge agree that the continued effectiveness of this Agreement is a material consideration to the parties under the Tenancy-in-Common Agreement and to Operator, and that the termination or expiration of this Agreement will result in losses and
damages to Operator. Accordingly, in addition to the sums provided for under Section 19.1.1, upon the termination of this Agreement by Owner pursuant to Section 16.1 or as a result of Owner’s default under
Section 18.1, Operator shall have the immediate right to a cancellation fee (the “Cancellation Fee”) as liquidated damages and not as a penalty in an amount equal to the following: 

(a) for the period from the Commencement Date to the eleventh (11th) anniversary of the Commencement Date, an amount equal to the
product of (i) eight (8) times (ii) the Management Fees for the twelve (12) month period immediately preceding the date on which the event that resulted in the termination of this Agreement occurs, and 

(b) for the period from the eleventh (11th) anniversary of the Commencement Date to the fifteenth (15) anniversary of the Commencement Date, an amount equal
to the product of (i) the Management Fees for the twelve (12) month period immediately preceding the date on which the event that resulted in the termination of this Agreement occurs, times (ii) the following number (factor):

  

					
	 Year of Management Agreement
	  	Factor	 
	 12
	  	 	4	  
	 13
	  	 	3	  
	 14
	  	 	2	  
	 15
	  	 	1;	  

 provided,
however, that if this Agreement is so terminated prior to the first (1st) anniversary of the Opening Date, the Management Fees budgeted for the first twelve (12) months after the Opening Date (as such budgeted Management Fees are shown in the Annual Operating
Budget), shall be used to calculate the Cancellation Fee. An example of the calculation of the Cancellation Fee is set forth in Exhibit C attached hereto, based on an estimated annual Management Fee. 

All entities comprising Owner, on behalf of themselves and their respective members, shareholders, officers and directors, and Operator
hereby agree that the Cancellation Fee, as calculated above and as liquidated damages, is commercially reasonable. 







  
 19.2
Indemnification of Operator Upon Owner’s Termination of Agreement. Upon the expiration or earlier termination of this Agreement by Owner, Owner shall indemnify, defend and hold Operator harmless against any and all losses, costs,
damages, liabilities, claims and expenses, including reasonable attorneys’ fees, arising or resulting from the failure of Owner to provide any of the services contracted for in connection with the business booked in the normal course of
business for the Hotel up to and including the date of termination of this Agreement, including any and all business so booked as to which facilities or services are to be furnished subsequent to the date of termination. 

19.3 Return of the Hotel and Distribution of Owner’s Funds. Upon termination of this Agreement for any reason, Owner shall be
entitled to: (a) return of possession of the Hotel and its FF&E in “as is, where is” condition, and (b) after payment to Operator of all fees and expenses due and payable to Operator pursuant to this ARTICLE 19 and
after adequate reserves have been set aside by Operator for payment of Hotel Expenses that remain unpaid at the date of termination, (x) return of all funds held by Operator on Owner’s behalf in any Agency Account or other account,
including Working Capital reserves, and (y) payment of all other amounts due and payable by Operator to Owner under this Agreement to the date of termination. 
 ARTICLE 20 
 INDEMNIFICATION 

20.1 Indemnification by Owner. Operator shall not, in the performance of this Agreement, be liable to Owner or to any other person
for any act or omission, whether negligent, tortious or otherwise, of any agent (other than Operator) or employee of Owner. Owner shall indemnify, defend and hold harmless Operator to the fullest extent permitted by law, from any and all liability,
loss, damage, cost or expense (including all attorneys’ fees and expenses) arising from or relating to the organization, marketing, operation, direction, management, maintenance or supervision of the Hotel, or any of the foregoing acts or
omissions, except to the extent such liability, loss, damage, cost or expense arises from the gross negligence or willful misconduct of Operator or its agents, representatives, officers, or employees. Owner’s duty to indemnify Operator shall
survive the termination of this Agreement and shall apply to any event or occurrence arising after the execution of this Agreement. 
 20.2 Indemnification by Operator. Operator shall indemnify, defend and hold harmless Owner to the fullest extent permitted by law, from any and all liability, loss, damage, cost or expense
(including all attorneys’ fees and expenses) arising from or relating to Operator’s actions that fall within the scope of restrictions on Operator’s authority, as expressly set forth in Section 3.2 (Limitations on
Operator’s Authority) in this Agreement, except to the extent such liability, loss, damage, cost or expense arises from the gross negligence or willful misconduct of Owner or its agents, representatives, officers, or employees. Operator’s
duty to indemnify Owner shall survive the termination of this Agreement and shall apply to any event or occurrence arising after the execution of this Agreement. 
 20.3 Limitation on Operator’s Liability. In no event shall Owner make any claim against Operator on account of any alleged errors of judgment made in good faith in connection with the
performance by Operator and/or its Affiliates of the obligations of Operator expressed 







 
herein, nor shall Owner object to any expenditure made by Operator in good faith in connection with the performance of Operator’s obligations hereunder, unless such expenditure is
specifically prohibited by this Agreement. 
 ARTICLE 21 

HOTEL TRADE NAME 
 21.1 Hotel Trade Name. During the Term, the Hotel shall be known by and operated under the name “Embassy Suites – Waikiki Beach Walk.” Owner and Operator acknowledge that Licensor
under the Franchise Agreement is and shall remain the owner of the “Embassy Suites” mark, that Operator is and shall remain the owner of the “Waikiki Beach Walk” mark, and that the Hotel will be owned, operated and managed in
accordance with and subject to the terms and conditions of the Franchise Agreement and the Trademark License Agreement. 
 21.2 Other Operator Trade Names/Trademarks. Owner hereby acknowledges and agrees that Operator is and shall remain the owner of the “Waikiki Beach WalkTM,”“OutriggerTM” and “OHANATM” trademarks and services marks, including the logos associated
with such trademarks (collectively, the “Operator Trade Names and Trademarks”). The exclusive rights to the use of the Operator Trade Names and Trademarks belong to and shall remain with Operator and are not in any way to be
considered appurtenant to the Hotel, regardless whether any of the Operator Trade Names and Trademarks are used by Operator for the first time at the Hotel or elsewhere. By this Agreement, Operator does not grant to Owner the right to use Operator
Trade Names and Trademarks, except as may be required under the Franchise Agreement. 
 21.3 Termination. Upon
termination of this Agreement for any reason, and subject to the provisions of the Franchise Agreement, all further rights to use Operator Trade Names and Trademarks shall remain with Operator, and Owner, and each and every other occupant of the
Hotel, shall immediately cease all use (including any use on a website or via the internet) of the Operator Trade Names and Trademarks, and all other service marks, slogans, signs, logos and emblems of Operator. Immediately upon termination of this
Agreement, and subject to the provisions of the Franchise Agreement, Owner shall make all such physical changes to the Hotel and take all such other action as is necessary to remove from use, in connection with the Hotel, the Operator Trade Names
and Trademarks and any and all signs, consumable supplies and other items bearing the Operator Trade Names and Trademarks, and/or any logos, emblems, slogans or service marks of Operator. If Owner fails to take such action within thirty
(30) days of termination of this Agreement, Operator, at Owner’s Expense, may enforce Owner’s performance of its obligations hereunder by any legal means. 
 ARTICLE 22 
 COMPLIANCE WITH LAWS AND OBLIGATIONS 

22.1 Compliance with Laws and Insurance Policies. Provided there is sufficient Working Capital, Operator shall comply with and
abide by all applicable requirements of all laws, rules, regulations, requirements, orders, notices, determinations and ordinances of any 







 
federal, state or municipal authority and the requirements of insurance companies covering any of the risks against which the Hotel is insured. In the event there is insufficient Working Capital,
Owner shall immediately deposit sufficient Working Capital into the Agency Accounts from Owner’s own funds on a cash basis, whereupon Operator shall comply with and abide by all such requirements. 

22.2 Right to Contest. Owner shall have the right to contest any alleged violation and to postpone compliance pending the
determination of such contest, both as permitted by law. In such event, Owner shall indemnify Operator from any resulting liability, loss, cost, damage or expense (including all fees and expenses of attorneys approved or selected by Operator),
unless such violation is proved to have been caused by Operator’s willful misconduct or gross negligence. 
 22.3
Owner’s Obligations. Owner will observe and perform all obligations to be observed or performed by Owner under any agreement whatsoever in respect of the Hotel. The expense of any legal actions in defense of Owner’s title or
obligations shall be Owner’s separate expense paid with Owner’s own funds on a cash basis and not from the Agency Accounts. 
 ARTICLE 23 
 RESPONSIBILITY FOR HOTEL OPERATIONS 

23.1 Agent of Owner; No Partnership. In the performance of its duties as Operator of the Hotel, Operator shall act solely as agent
of Owner. Nothing herein shall constitute a partnership or joint venture between Owner and Operator. All debts and liabilities to third persons incurred by Operator in accordance with the provisions of this Agreement and otherwise in the normal
course of its operation and management of the Hotel shall be the debts and liabilities of Owner, whether or not Operator so informs third parties with whom it deals on behalf of Owner (although Operator may so inform such third parties). 

23.2 Operator’s Right to Close Hotel. If at any time during the Term it becomes necessary in Operator’s good faith and
reasonable opinion to cease operation of the Hotel in order to protect the Hotel and/or the health, safety and welfare of the guests and/or Hotel Employees, then in such event Operator may close and cease operation of all or part of the Hotel and
may reopen and commence operation when Operator deems that such may be done without jeopardy to the Hotel, its guests and employees. 
 23.3 Discounts; Employee Lodging. Operator may, in its discretion, provide food, beverage, lodging or parking at the Hotel, on a complimentary or discount basis, to any employee or guest of Owner
or Operator, in accordance with Operator’s policies. Operator, in its discretion, may provide the management of the Hotel suitable living quarters within the Hotel and may allow management to use all Hotel facilities, including food and
beverage services, without charge. Any arrangement for the provision of goods and/or services to or for the benefit of the Hotel, the entering into of which is within Operator’s authority hereunder, may be established at Operator’s
discretion in a manner permitting payment for Owner’s account in kind, using the Hotel’s facilities. Notwithstanding the foregoing, any actions by Operator under this section shall be consistent and in accordance with the Annual Operating
Budget. 







  
 ARTICLE 24

 MISCELLANEOUS 
 24.1 Notices. Any notice which a party is required or may desire to give the other shall be in writing and may be sent by (i) facsimile transmission, (ii) personal delivery,
(iii) United States registered or certified mail, return receipt requested, postage prepaid, or (iv) Federal Express or similar generally recognized overnight carrier regularly providing proof of delivery, addressed as follows (subject to
the right of a party to designate a different address for itself by notice similarly given): 
 To Owner: 

c/o American Assets, Inc. 
 11455 El Camino Real, Suite 200 
 San Diego, California 92130 

Attention: John Chamberlain 
 Tel: (858) 350-2494 
 Fax: (858) 350-2620 

With a copy by e-mail to:  
 gis@smclawoffices.com  
 To Operator: 

Outrigger Hotels Hawaii 
 2375 Kuhio Avenue 
 Honolulu, Hawaii 96815 

Attention: Melvyn M. Wilinsky 
 Telephone: (808) 921-6510 
 Facsimile: (808) 921-6505 

With a copy to: 

Cades Schutte LLP 
 1000 Bishop Street, 12th Floor 
 Honolulu, Hawaii 96813 

Attn: Donna Y. L. Leong, Esq. 
 Telephone: (808) 521-9232 
 Facsimile: (808) 540-5026 

Notice shall be deemed given on the date of actual delivery as shown by certification receipt, addressee’s registry, facsimile confirmation or other
means of verification. Notice may be given by the attorney for any party. 







  
 24.2 Governing Law;
Jurisdiction. This Agreement is being executed and delivered in the State of Hawaii and shall be governed by and construed and interpreted in accordance with the laws of the State of Hawaii. Owner and Operator hereby agree that disputes between
the parties hereto pertaining to this Agreement shall be resolved in federal courts located in the following jurisdictions: (a) Seattle, Washington, with regard to disputes solely between and involving Owner and Operator, or (b) Honolulu,
Hawaii, with regard to all other disputes. 
 24.3 Force Majeure. 

24.3.1 Neither party shall be liable to the other in damages nor shall this Agreement be terminated nor a default be
deemed to have occurred because of any failure to perform hereunder caused by a Force Majeure. 
 24.3.2 In this
Agreement, the term “Force Majeure” shall mean a war, act of terrorism, hurricane, tsunami, earthquake, fire, flood, explosion, strike, lockouts, labor troubles materially affecting Operator’s ability to obtain sufficient
qualified workers or materials, failure of power or other utility service for a period of more than 72 consecutive hours, riots, insurrection, unavoidable accident, civil disturbance, act of public enemy, embargo, war, catastrophic act of God, or
any outbreak of disease. 
 24.3.3 A Force Majeure shall be deemed to have commenced as of the first day of the
month in which Operator notifies Owner that an event has occurred after completion of Project construction and that the occupancy reports published by Smith Travel Research indicate a reduction in the average monthly occupancy rates for upper scale
hotels located in Waikiki, Hawaii for such month by more than fifteen (15) points from the Base Period Occupancy. “Base Period Occupancy” means the average monthly occupancy rate for upper scale hotels located in Waikiki,
Hawaii for the same month in the immediately preceding three (3) years. 
 24.3.4 The Force Majeure event
shall be deemed terminated on the last day of the first month after the commencement of such Force Majeure event in which the average monthly occupancy rates for upper scale hotels located in Waikiki, Hawaii, as applicable, as reported by Smith
Travel Research, to be within ten (10) points of the Base Period Occupancy (for the same month of comparison in the immediately preceding three (3) years). If Smith Travel Research ceases to publish such statistics, then such reduction in
hotel occupancy rates shall be determined by reference to any successor publication mutually acceptable to the parties. If there is no successor publication, then a new standard shall be substituted by agreement of the parties or arbitration.

 24.4 Consent Not Unreasonably Withheld. Except as is otherwise expressly provided herein, whenever in this Agreement
the consent or approval of Owner or Operator is required, such consent or approval shall not unreasonably be withheld or delayed and shall be in writing, signed by an officer or agent, thereunto duly authorized, of the party granting such consent or
giving such approval. Whenever Operator desires to take any proposed action which requires the approval of Owner, Operator shall give written notice thereof to Owner describing such proposed action in sufficient detail so as to enable Owner to
exercise an informed judgment with respect thereto. Except as is otherwise expressly provided herein (a) as soon as practicable thereafter, Owner shall give Operator written notice that Owner either approves or disapproves the








 
proposed action (setting forth Owner’s reasons therefor if it disapproves of such proposed action) or indicating that it needs additional information, and (b) if Owner fails to so
respond on or before the tenth (10th) Business Day
following the effective date of Operator’s notice to Owner (or the tenth (10th) Business Day following the date Operator’s response to Owner’s request for additional information is delivered to Owner, which tenth (10th) Business Day period shall not be further extended upon
delivery of Operator’s response), then Owner shall be deemed to have approved of such action, and (b) in cases where consent or approval is required by Owner or Operator, the failure to respond within twenty (20) days of the receipt
of the request for such consent or approval shall he conclusively deemed to constitute the requested consent or approval. 

24.5 No Waiver. No assent, expressed or implied, by Owner or Operator to any breach of or default in any term, covenant or
condition which this Agreement requires to be performed or observed by the other party shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term, covenant or condition hereof. 

24.6 Set-off. Operator shall have the right to set-off against any payments to be made to Owner by Operator under any provision of
this Agreement, and against all funds from time to time in the Agency Accounts, any and all liabilities of Owner to Operator, and Owner hereby pledges to Operator all funds from time to time in the Agency Accounts to secure the payment of all of the
foregoing liabilities. Operator may withdraw from the Agency Accounts from time to time such amounts as it deems desirable in partial or full payment of all or any portion of said liabilities. The amounts of such withdrawals shall be paid by Owner
to Operator on demand for replacement in the respective accounts. 
 24.7 Invalidity. In the event that any one or more
of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree or judgment of any court, this Agreement shall be construed as if it did not contain such phrases,
sentences, clauses or paragraphs. 
 24.8 Further Action. Owner and Operator shall execute and deliver all other
appropriate supplemental agreements and other instruments, and take any other action necessary to make this Agreement fully and legally effective, binding, and enforceable as between them and as against third parties, including Owner’s filing
of such certificates as are required to be filed by persons or entities doing business in a name other than their own, indicating that Owner is engaging in the hotel business at the Hotel under the name of the Hotel. 

24.9 No Party Deemed Drafter. Owner and Operator agree that no party shall be deemed to be the drafter of this Agreement and
further that in the event that this Agreement is ever construed by a court of law, such court shall not deem either party to be the drafter of this Agreement. 
 24.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Owner, and its successors, and/or permitted assigns, and shall be binding upon and inure to the benefit of
Operator, and its successors and/or permitted assigns. 







  
 24.11 Captions.
The captions and headings throughout this Agreement and its table of contents (if any) are for convenience and reference only, and shall in no way be held or deemed to define, modify or add to the meaning, scope or intent of any provision of this
Agreement. 
 24.12 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the
subject matter hereof, superseding all prior agreements or undertakings, oral or written. 
 24.13 Amendment. This
Agreement may be amended only by a writing signed by Owner and Operator. 
 24.14 Counterparts and Facsimile Signatures.
This Agreement may be signed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile signatures on this Agreement shall be binding and effective for all
purposes and shall be treated the same as original signatures on the original documents. 
 24.15 Confidentiality. Except
as otherwise required by applicable law or court order, Owner and Operator shall maintain the confidentiality of this Agreement and the transaction contemplated hereby. Neither party shall disclose the same nor do anything to cause the same to be
revealed to any third party without the prior written consent of the other party hereto. 
 [Remainder of page intentionally left
blank] 







  
 IN WITNESS WHEREOF, the
parties have caused this Hotel Management Agreement to be duly executed effective as of the Commencement Date. 
  

							
	OWNER:	 		 	WAIKELE VENTURE HOLDINGS, LLC, a Delaware limited liability company
				
		 		 	By:	 	/s/ John W. Chamberlain
				
		 		 	Its:	 	President
				
		 		 	By:	 	 /s/ Robert F. Barton

				
		 		 	Its:	 	CFO

  

							
		 		 	BROADWAY 225 SORRENTO HOLDINGS, LLC, a Delaware limited liability company
				
		 		 	By:	 	 /s/ John W. Chamberlain 

				
		 		 	Its:	 	President
				
		 		 	By:	 	 /s/ Robert F. Barton

				
		 		 	Its:	 	CFO

  

							
		 		 	BROADWAY 225 STONECREST HOLDINGS, LLC, a Delaware limited liability company
				
		 		 	By:	 	 /s/ John W. Chamberlain 

				
		 		 	Its:	 	President
				
		 		 	By:	 	 /s/ Robert F. Barton

				
		 		 	Its:	 	CFO

 [Signatures continued on next page]








  

																					
	OWNER:	 		 	 EBW HOTEL LLC,
 a Hawaii limited liability company

			
		 		 	 By ESW LLC,
 a
Hawaii limited liability company
 Its Managing Member

				
		 		 		 	 By: Outrigger Retail LLC,
 a Hawaii limited liability company,
 Its Managing Member

				
		 		 		 	 By: Outrigger Hotels Hawaii,
 a Hawaii limited partnership
 Its Managing Member

				
		 		 		 	 By: Outrigger Enterprises, Inc.,
 a Hawaii corporation
 Its General Partner

						
		 		 		 		 	By:	 	/s/ Melvyn M. Wilinsky
		 		 	 		 	Melvyn M. Wilinsky
		 		 	 		 	 Its Sr. Vice President and
 Chief Financial Officer

			
	OPERATOR:	 		 	OUTRIGGER HOTELS HAWAII,
		 		 	 a Hawaii limited partnership,
 dba Outrigger Hotels & Resorts

			
		 		 	 By   Outrigger Enterprises, Inc.,
         a Hawaii corporation

        Its General Partner

					
		 		 		 	By	 	/s/ Melvyn M. Wilinsky
		 		 		 	Melvyn M. Wilinsky
		 		 		 	Its Senior Vice President


  








  
 EXHIBIT A

 FIRST: 
 The Hotel Apartment of the condominium property regime known as “Beach Walk” (the “Condominium”), as established by that certain Declaration of Condominium
Property Regime of Beach Walk, dated November 10, 2005, and recorded in Bureau of Conveyances of the State of Hawaii as Document No. 2005-230978 and in the Office of the Assistant Registrar of the Land Court of the State of Hawaii
(collectively the “Record Office”) as Land Court Document No. 3353847 and noted on Transfer Certificate of Title No. 787,626, (with any amendments called the “Condominium
Declaration”) and as shown on the plans of the Condominium filed in the Record Office as Condominium File Plan No. 4113 and Condominium Map No. 1757, (with any amendments called the “Condominium
Map”). 
 TOGETHER WITH the following appurtenant easements: 

1. The right to use the Limited Common Elements described in the Condominium Declaration and/or delineated on the Condominium Map(s) as
being appurtenant to the Apartment, such right being exclusive to the owner of the Apartment with respect to any Limited Common Element appurtenant solely to the Apartment and otherwise in common with the owners of the other apartments to which the
Limited Common Element is appurtenant; 
 2. Nonexclusive easements for use of the Common Elements designed for such purposes
for ingress to, egress from, and support, maintenance and repair of the Apartment; in the other Common Elements for use according to their respective purposes, subject always to the exclusive use of the Limited Common Elements as provided in the
Condominium Declaration; and in all other apartments and Limited Common Elements of the building in which the Apartment is located for support; 
 3. If the Apartment or its Limited Common Elements now or later encroaches on any other apartment, Common Elements or Limited Common Elements, then a valid easement for the encroachment and the
maintenance of it will remain in effect for so long as such encroachment continues. If any building is partly or totally destroyed and then rebuilt, or in the event of any shifting, settlement or movement of any part of the Condominium, minor
encroachments of any parts of the Common Elements or apartments or Limited Common Elements due to that construction, shifting, settlement or movement are permitted and valid easements for those encroachments and the maintenance of them will exist
for so long as the encroachments continue. 
 EXCEPTING AND RESERVING AND SUBJECT TO: 

1. Easements for encroachments appurtenant to other apartments as they arise in the manner set forth in the preceding paragraph, now or
later existing; 
 2. Easements for access to the Apartment from time to time during reasonable hours as may be necessary for
the operation of the Condominium or for making emergency repairs to prevent damage to the Common Elements or to another apartment or apartments or for the 

  
 EXHIBIT
“A” 
 Page 1 of 2 








 
installation, repair or replacement of any Common Elements, as more particularly provided in the Condominium Declaration. 
 3. Easements through the Apartment appurtenant to the Common Elements of the Condominium and to all other apartments of the Condominium for support and repair of both the Common Elements of the
Condominium and all other apartments of the Condominium, as more particularly provided in the Condominium Declaration 
 4. Any
other easements granted or reserved by the “Developer” in the Condominium Documents. 
 SECOND:

 An undivided 49.95% interest in and to the Common Elements of the Condominium, including the land, as described in the
Condominium Declaration, or such other percentage interest as later established for the Apartment by any amendment of the Condominium Declaration, as tenant in common with the other owners of apartments in the Condominium. The land of the
Condominium is described in Exhibit “A” to the Condominium Declaration and that description, as it may be amended from time to time, is incorporated herein by this reference. 

Being property acquired by Owner by Limited Warranty Deed with Covenants (Hotel Apartment Beach Walk) dated January 10, 2006,
recorded in the Bureau as Document No. 2006-005960, and in the Land Court as Document No. 3377065, and duly noted on Transfer Certificate of Title No. 787,626. 

  
 EXHIBIT
“A” 
 Page 2 of 2 








  

					
		  	 EXHIBIT B
 For the Seven Months Ending July 31, 2004
	  	

  

																																															
	 MTD
ACTUAL
	 	% OF
REVENUE	 	 	MTD
BUDGET	 	 	% OF
REVENUE	 	 	MTD
LAST YEAR	 	 	% OF
REVENUE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
REVENUE	 	 	YTD
BUDGET	 	 	% OF
REVENUE	 	 	YTD
LAST YEAR	 	 	% OF
REVENUE	 
		 				 				 				 				 				 	-REVENUE-	 				 				 				 				 				 			
		 				 				 				 				 				 	ROOMS	 				 				 				 				 				 			
		 				 				 				 				 				 	FOOD AND BEVERAGE	 				 				 				 				 				 			
		 				 				 				 				 				 	PROPERTY MANAGEMENT	 				 				 				 				 				 			
		 				 				 				 				 				 	TELEPHONE	 				 				 				 				 				 			
		 				 				 				 				 				 	OTHER	 				 				 				 				 				 			
		 				 				 				 				 				 	TOTAL REVENUE	 				 				 				 				 				 			
		 				 				 				 				 				 	-OPERATING EXPENSES-	 				 				 				 				 				 			
		 				 				 				 				 				 	ROOMS	 				 				 				 				 				 			
		 				 				 				 				 				 	FOOD AND BEVERAGE	 				 				 				 				 				 			
		 				 				 				 				 				 	PROPERTY MANAGEMENT	 				 				 				 				 				 			
		 				 				 				 				 				 	TELEPHONE	 				 				 				 				 				 			
		 				 				 				 				 				 	OTHER	 				 				 				 				 				 			
		 				 				 				 				 				 	TOTAL OPERATING EXP	 				 				 				 				 				 			
		 				 				 				 				 				 	DEPT OPERATING PROFIT	 				 				 				 				 				 			
		 				 				 				 				 				 	-UNDISTRIB OPER EXP-	 				 				 				 				 				 			
		 				 				 				 				 				 	GENERAL & ADMINISTRATIVE	 				 				 				 				 				 			
		 				 				 				 				 				 	SALES & MARKETING	 				 				 				 				 				 			
		 				 				 				 				 				 	FRANCHISE FEES	 				 				 				 				 				 			
		 				 				 				 				 				 	PROPERTY OPER & MAINT	 				 				 				 				 				 			
		 				 				 				 				 				 	ENERGY COSTS	 				 				 				 				 				 			
		 				 				 				 				 				 	TOTAL UNDISTR OPER EXP	 				 				 				 				 				 			
		 				 				 				 				 				 	GROSS OPERATING PROFIT	 				 				 				 				 				 			
		 				 				 				 				 				 	-FIXED CHGS & MGT FEES-	 				 				 				 				 				 			
		 				 				 				 				 				 	MANAGEMENT FEES	 				 				 				 				 				 			
		 				 				 				 				 				 	FF & E RESERVE	 				 				 				 				 				 			
		 				 				 				 				 				 	RENT TAXES INS	 				 				 				 				 				 			
		 				 				 				 				 				 	TOTAL FIXED CHGS & MGT F	 				 				 				 				 				 			
		 				 				 				 				 				 	OPERATING CASH FLOW	 				 				 				 				 				 			
		 				 				 				 				 				 	ROOM NIGHTS AVAILABLE	 				 				 				 				 				 			
		 				 				 				 				 				 	OCCUPIED ROOM NIGHTS	 				 				 				 				 				 			
		 				 				 				 				 				 	OCCUPANCY	 				 				 				 				 				 			
		 				 				 				 				 				 	OCCUPIED ADR	 				 				 				 				 				 			
		 				 				 				 				 				 	PAID ROOM NIGHTS	 				 				 				 				 				 			
		 				 				 				 				 				 	PAID OCCUPANCY	 				 				 				 				 				 			
		 				 				 				 				 				 	PAID ADR	 				 				 				 				 				 			
		 				 				 				 				 				 	REV PAR	 				 				 				 				 				 			

 EXHIBIT “B” 
 Page 1 of 33 







  

					
		  	For the Seven Months Ending July 31, 2004	  	

  

																																															
	 MTD
ACTUAL
	 	% OF
REVENUE	 	 	MTD
BUDGET	 	 	% OF
REVENUE	 	 	MTD
LAST YEAR	 	 	% OF
REVENUE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
REVENUE	 	 	YTD
BUDGET	 	 	% OF
REVENUE	 	 	YTD
LAST YEAR	 	 	% OF
REVENUE	 
		 				 				 				 				 				 	OPERATING CASH FLOW	 				 				 				 				 				 			
		 				 				 				 				 				 	ADD: FF&E RESERVE (CONTR	 				 				 				 				 				 			
		 				 				 				 				 				 	ADD: MANAGEMENT FEES (CO	 				 				 				 				 				 			
		 				 				 				 				 				 	CASH FLOW FROM HOTEL	 				 				 				 				 				 			
		 				 				 				 				 				 	INTEREST INCOME	 				 				 				 				 				 			
		 				 				 				 				 				 	INTEREST EXPENSE	 				 				 				 				 				 			
		 				 				 				 				 				 	RENOVATION IMPROVEMENTS	 				 				 				 				 				 			
		 				 				 				 				 				 	DEPRECIATION & AMORT	 				 				 				 				 				 			
		 				 				 				 				 				 	OWNER EXPENSE	 				 				 				 				 				 			
		 				 				 				 				 				 	OTHER NON-OP EXPENSE	 				 				 				 				 				 			
		 				 				 				 				 				 	*NET PROFIT (LOSS)*	 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 2 of 33 








  

					
		  	 RATE & OCCUPANCY
 For the Seven Months Ending July 31, 2004
	  	

  

																																																									
	 ACTUAL 2004
	  	JAN	 	  	FEB	 	  	MAR	 	  	APR	 	  	MAY	 	  	JUN	 	  	JUL	 	  	AUG	 	  	SEP	 	  	OCT	 	  	NOV	 	  	DEC	 	  	TOTAL	 	  	% OF
TOTALS	 
	 NUMBER OF ROOMS
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ROOM NIGHTS AVAILABLE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 NET NIGHTS AVAILABLE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ROOM NIGHTS
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 CONSUMER
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 TRAVEL AGENT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 CORP/ASSOCIATION
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 WHOLESALE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 PAID ROOM NIGHTS
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 INTERDEPT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 OWNER NIGHTS
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 OCCUPIED ROOM NIGHTS
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 OUT OF ORDER
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 VACANT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ROOM NIGHTS AVAILABLE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 AVERAGE LENGTH OF STAY
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 AVERAGE OCCUPANCY
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 CONSUMER
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 TRAVEL AGENT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 CORP/ASSOCIATION
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 WHOLESALE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 PAID OCCUPANCY
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 INTERDEPT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 OWNER
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 OCCUPIED
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 OUT OF ORDER
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 VACANT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 AVAILABLE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 AVERAGE DAILY ROOM
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 WEIGHTED RACK RATE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 CONSUMER
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 TRAVEL AGENT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 CORP/ASSOCIATION
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 WHOLESALE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 INTERDEPT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 REVENUE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 CONSUMER
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 TRAVEL AGENT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 CORP/ASSOCIATION
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 WHOLESALE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 UPSELL & NO SHOW
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 SUB-TOTAL ROOM REVENUE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 INTERDEPT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 TOTAL ROOM REVENUE
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 PAID OCCUPANCY
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 TOTAL OCCUPANCY
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 PAID ADR
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ROOM REVENUES
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 REV PAR
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 MO VAR - FAV (UNFAV)
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 YTD RM REV - ACT
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 YTD RM REV - BUD
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 YTD VAR - FAV (UNFAV)
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ‘03 PAID OCCUPANCY
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ‘03 TOTAL OCCUPANCY
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ‘03 PAID ADR
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ‘03 ROOM REVENUES
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 ‘03 REV PAR
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			
	 % CHANGE MONTH REV OVER PRIOR YEAR
	  				  				  				  				  				  				  				  				  				  				  				  				  				  			


  
 EXHIBIT
“B” 
 Page 3 of 33 








  

					
		  	 ROOMS DEPARTMENT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
 ACTUAL
	 	COST
PER
OCCU-
PIED
RM
NIGHT	 	 	MTD
BUDGET	 	 	COST
PER
OCC-
UPIED
RM
NIGHT	 	 	VARIANCE
BETTER/
(WORSE)	 	 	COST
PER
OCC-
UPIED
RM
NIGHT	 	 	MTD
LAST
YEAR	 	 	COST
PER
OCC-
UPIED
RM
NIGHT	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	COST
PER
OCC-
UPIED
RM
NIGHT	 	 	YTD
BUDGET	 	 	COST
PER
OCC-
UPIED
RM
NIGHT	 	 	VARIANCE
BETTER/
(WORSE)	 	 	COST
PER
OCC-
UPIED
RM
NIGHT	 	 	YTD
LAST
YEAR	 	 	COST
PER
OCCU-
PIED
RM
NIGHT	 
		 				 				 				 				 				 				 				 	CONSUMER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TRAVEL AGENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CORP/ASSOCIATION	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	WHOLESALE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL ROOM REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	NO SHOW	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	[ILLEGIBLE] REV	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	INTERDEPT RMS REV	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL RMS DEPT REV	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-P/R RELATE EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	$ & WGS- HSXP- SALARY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	$ & WGS- HSXP- HOURLY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	$ & WGS HBXP - P. A.	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	$ & WGS BELL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	$ & WGS - F/DSK - SALARY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	$ & WGS - F/DSK - HOURLY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	$ & WGS - GUEST SERVICES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	$ & WGS - RESERVATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VACATION PAY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	HOLIDAY, SICK, OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	P/R TAXES & BENEFITS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL P/R & REL EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-OTHER ROOM DEPT EXP-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMMISSIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	EQUIPMENT EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	GUEST AMENITIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	GUEST SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 LAUNDRY

EXPENSES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LINEN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING SUPPLIES - ROOMS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING SUPPLIES - OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OUTSIDE CONTRACT SVC	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TAXES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELEPHONE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	GUEST RELOCATION	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	UNIFORMS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	RESERVATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL OTHER EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	• DEBT PROFIT (LOSS)	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PROFIT MARGIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL OCC RM NIGHTS	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 4 of 33 








  

					
		  	 FOOD & BEVERAGE SUMMARY
 For the Seven Months Ending July 31, 2004
	  	

  

																																	
	 MTD
ACTUAL
	 	% OF
REVENUE	 	MTD
BUDGET	 	B(W)
THAN
BUDGET	 	% OF
CHANGE	 	NTD L/YR
ACTUAL	 	B (W) THAN
LAST YEAR	 	% OF
CHANGE	 	 DESCRIPTION
	 	 YTD
ACTUAL
	 	% OF
REVENUE	 	YTD
BUDGET	 	B(W)
THAN
BUDGET	 	% OF
CHANGE	 	LAST YTD
ACTUAL	 	B (W) THAN
LAST YEAR	 	% OF
CHANGE
		 		 		 		 		 		 		 		 	-REVENUE-	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	BEVERAGE - RETAIL	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	FOOD-RETAIL	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	ALLOWANCES	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	NET F&B REVENUE	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	COVER CHRGS & OTHER	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	TOTAL REVENUE	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	-COST OF SALES-	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	COST OF BEVERAGE	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	COST OF FOOD	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	COST OF SALES - AMENITY	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	COST OF SALES- OTHER	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	TOTAL COST OF SALES	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	GROSS PROFIT	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	-EXPENSES-	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	SAL & WAGES - SERVICE	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	SAL & WAGES - STEW	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	SAL & WAGES PREP	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	VACATION PAY	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	HOLIDAY, SICK, OTHER	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	PAYROLL REOVERIES	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	 P/R
 TAXES &
BENEFITS
	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	 TOTAL
 P/R &

REL EXP
	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	ADVERTISING	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	CASH OVER/SHORT	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	 CHINA
 GLASS &
SILVER
	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	COMMISSIONS	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	DECORATIONS	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	DUES & PUBLICATIONS	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	EQUIPMENT EXPENSE	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	LAUNDRY/DRY CLEANING	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	IN-HOUSE LAUNDRY	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	LINEN & LINEN RENTAL	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	LICENSES & PERMITS	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	MENUS	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	MUSIC & ENTERTAIN	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	OFFICE EXPENSES	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	OPERATING SUPPLIES	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	OUTSIDE CONTRACT SVC	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	SPECIAL PROMOTION	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	TELEPHONE	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	 TRAVEL
 MTGS &
ENTERTA
	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	UNIFORMS	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	OTHER	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	F & B ADMIN	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	TOTAL OTHER EXPENSES	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	TOTAL EXPENSES	 		 		 		 		 		 		 		 	
		 		 		 		 		 		 		 		 	• DEPT PROFIT (LOSS)•	 		 		 		 		 		 		 		 	


  
 EXHIBIT
“B” 
 Page 5 of 33 








  

					
		  	 HALU BAR
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	% OF
REVENUE	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	NTD L/YR
ACTUAL	 	 	B (W) THAN
LAST YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
REVENUE	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST YTD
ACTUAL	 	 	B (W) THAN
LAST YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-REVENUE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	BEVERAGE- RETAIL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-FOOD-RETAIL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	ALLOWANCES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	NET F & B REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COVER CHRGS & OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-COST OF SALES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-COST OF BEVERAGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-COST OF FOOD	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF SALES- AMENITY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL COST OF SALES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	GROSS PROFIT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES-SERVICE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES-STEW	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES-PREF	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VACATION PAY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	HOLIDAY, SICK, OTHER P/R TAXES & BENEFITS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TOTAL
 P/R &

REL EXP
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CASH OVER/SHORT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CHINA, GLASS & SILVER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	EQUIPMENT EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LAUNDRY/DRY CLEANING	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	IN-HOUSE LAUNDRY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LICENSES & PERMITS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MUSIC & ENTERTAIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OUTSIDE CONTRACT SVC	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELEPHONE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TRAVEL MTGS & ENTERTA	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	UNIFORMS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	F & B ADMIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL OTHER EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	• DEPT PROFIT (LOSS) •	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 6 of 33 








  

					
		  	 BANQUETS
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	%OF
REVENUE	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	%or
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W) THAN
LAST 
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
REVENUE	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W) THAN
LAST 
YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-REVENUE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	BEVERAGE- RETAIL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 FOOD-RETAIL

ALLOWANCES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	NET F&B REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COVER CHRGS & OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-COST OF SALES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF BEVERAGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF FOOD	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF SALES -OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL COST OF SALES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	GROSS PROFIT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES - SERVICE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES - STEW	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES - PREP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VACATION PAY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	HOLIDAY, SICK, OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	P/R TAXES & BENEFITS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL P/R & REL EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CASH OVER/SHORT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CHINA, GLASS & SILVER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DECORATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DUES & PUBLICATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	EQUIPMENT EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LAUNDRY/DRY CLEANING	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	IN-HOUSE LAUNDRY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LINEN & LINEN RENTAL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LICENSES & PERMITS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MUSIC & ENTERTAIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OUTSIDE CONTACT SVC	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELEPHONE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TRAVEL MTGS & ENTERTA	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	UNIFORMS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	F & B ADMIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL OTHER EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	• DEPT PROFIT (LOSS) •	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 7 of 33 








  

					
		  	 FOOD & BEVERAGE ADMINISTRATION

For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	%OF
TOTAL	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	%OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W) THAN
LAST YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W) THAN
LAST YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-ADMINISTRATIVE EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VACATION PAY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	HOLIDAY, SICK, OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PAYROLL TAXES & BENE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL P/R RELATED	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	ADVERTISING	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	AUTOMOBILES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER EQUIPMENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER SOFTWARE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DUES & PUBLICATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	EQUIPMENT EXP-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LICENSE & PERMITS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EXPENSE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EQUIPMENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OUTSIDE CONTR SVCS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OUTSIDE CONTR SVCS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	POSTAGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PROFESSIONAL FEES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELEPHONE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COST OF LOCAL SERVI
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COST OF LONG

DISTAN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELE OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TVL MTGS &

ENTERTAIN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 BUSINESS ENTERTAIN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TRAVEL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LODGING	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TRAVEL MEALS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	UNIFORM EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MISCELLANEOUS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	* DEPARTMENT TOTAL	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 8 of 33 








  

					
		  	 PROPERTY MANAGEMENT DEPT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	%OF
REVENUE	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W) THAN
LAST YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
REVENUE	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W) THAN
LAST YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-REVENUE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	FIXED RENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PERCENTAGE RENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CAM	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SALARIES & WAGES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL S&W RELATED	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MAINT EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	ALLOC RETAIL LEASING	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL OTHER EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	* DEPT PROFIT (LOSS)*	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PROFIT MARGIN	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 9 of 33 








  

					
		  	 TELECOMMUNICATIONS
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	MTD
ACTUAL	 	% OF
REVENUE	 	 	MTD
BUDGET	 	 	B (W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B (W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
REVENUE	 	 	YTD
BUDGET	 	 	B (W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B (W)
THAN
LAST YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-REVENUE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELE SALES-LOCAL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	ADJ TO LOCAL CALLS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELE SALES-LONG DIST	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	ADJ TO LONG DISTANCE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL COMMISSIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-COST OF SALES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF LOCAL SERVICE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF LONG DISTANCE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL COST OF SALES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SALARIES & WAGES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VACATION PAY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	HOLIDAY, SICK, OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	P/R TAXES & BENEFITS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PAYROLL RECOVERIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL P/R & REL EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TAXES GET	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL-LINE CHARGES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL-MAINTENANCE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL-MAINT CONTRACTS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL-MOVES/ADDS CHANGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL-OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	UNIFORMS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELECOM MAINT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DEPARTMENT PROFIT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	    PROFIT MARGIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL-LOCAL RPOR	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL L/D RPOR	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 10 of 33 








  

					
		  	 OTHER INCOME DEPT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	MTD
ACTUAL	 	% OF
REV-
ENUE	 	 	MTD
BUDGET	 	 	B (W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
REV-
ENUE	 	 	YTD
BUDGET	 	 	B (W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-REVENUE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	AMENITIES INCOME	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	BUSINESS CTR REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COFFEE SERVICE REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMMUNITY MKTG PROG	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	FAX INCOME	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	FOREIGN CURRENCY CONV	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MOVIE INCOME	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAFE RENTAL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOUR DESK INCOME	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COWABUNGA CLUB INCOME	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VALET PARKING REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER INCOME	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL REVENUE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-EXPENSE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	AMENITIES EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	BUSINESS CENTER EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COFFEE SERVICE EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	FAX EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MOVIE EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER GUEST EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	POOL EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAFE RENTAL EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOUR DESK EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COWABUNGA CLUB EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TAXES-HAWAII GEN EXCI	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DEPARTMENT PROFIT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	    PROFIT MARGIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COFFEE SERVICE RPOR	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MOVIE INCOME RPOR	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAFE INCOME RPOR	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER INCOME RPOR	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 11 of 33 








  

					
		  	 GENERAL & ADMINISTRATIVE
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	MTD
ACTUAL	 	% OF
TOTAL	 	 	MTD
BUDGET	 	 	B (W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B (W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B (W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B (W)
THAN
LAST YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL P/R & REL EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	AUTOMOBILE EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	BAD DEBTS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CASH OVER/SHORT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMM CREDIT-CARD	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CHECK VERIF FEES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DUES & PUBLICATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LOSS & DAMAGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	POSTAGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PROFESSIONAL FEES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELEPHONE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TVL MTGS & ENTERTAIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL OTHER G&A EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL DIRECT G&A EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	EXECUTIVE OFFICE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	INFORMATION TECHNOLO	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PURCHASING	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	HUMAN RESOURCES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CORP COMP & BENEFITS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	FINANCIAL SERVICES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SECURITY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL COMPANY SVC EX	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL G&A EXP	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 12 of 33 








  

					
		  	 EXECUTIVE OFFICES DEPARTMENT

For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	% OF
TOTAL	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	- ADMINISTRATIVE EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 SAL & WAGES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 VACATION PAY
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 HOLIDAY, SICK , OTHER
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 PAYROLL TAXES & BENE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TOTAL P/R & RELATED
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 AUTOMOBILE -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 AUTOMOBILES EXPENSES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COMPUTER -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COMPUTER EQUIPMENT
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 CONTRIBUTIONS -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 DONATIONS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 DUES & PUBLICATIONS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 EQUIPMENT EXP -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 GUEST AMENITIES & SU
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE EXPENSE -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COPIER EXPENSE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE EQUIPMENT
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE SUPPLIES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OUTSIDE CONTR SVCS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 POSTAGE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 PROFESSIONAL FEES -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TELEPHONE -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COST OF LOCAL SERVI
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COST OF LONG DISTN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TEL-MOBILE CELLULAR
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 MOVED/ADDS/CHAN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TEL-OTHER
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TVL MTGS & ENTERTAIN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 BUSINESS ENTERTAIN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 MEETINGS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRAVEL
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 LODGING
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRAVEL MEALS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OTHER -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRAINING SEMINARS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 MISCELLANEOUS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OPERATING EXPENSES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 DEPARTMENT TOTAL
	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 13 of 33 








  

					
		  	 PERSONNEL DEPARTMENT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	% OF
TOTAL	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD L/YR
ACTUAL	 	 	B(W)
THAN
LAST 
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	- ADMINISTRATIVE EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 SAL & WAGES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 VACATION PAY
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 HOLIDAY, SICK , OTHER
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 PAYROLL TAXES & BENE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TOTAL P/R & RELATED
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 AUTOMOBILE -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COMPUTER -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COMPUTER SOFTWARE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 DUES & PUBLICATIONS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 EQUIPMENT EXP -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE EXPENSE -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COPIER EXPENSE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE EQUIPMENT
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE SUPPLIES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OUTSIDE CONTR SVCS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 POSTAGE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 PROFESSIONAL FEES -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 LEGAL FEES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OTHER PROF FEES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TELEPHONES -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COST OF LOCAL SERVI
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COST OF LONG DISTAN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TEL-MOBILE CELLULAR
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TEL-MOVES/ADDS/ CHAN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TEL-OTHER
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TVL MTGS & ENTERTAIN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 BUSINESS ENTERTAIN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 MEETINGS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRAVEL
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 LODGING
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRAVEL MEALS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 UNIFORM EXP
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OTHER -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 MISCELLANEOUS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TOTAL ADMIN EXPENSE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 EMPLOYEE RELATED EXP
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 EMPLOYEE MOTIVIATION
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 EMPLOYEE RECOGNITIO
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 RECRUITING EXPENSE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 EMPLOYEE TRAINING
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TOTAL HUMAN REL EXP
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OPERATING EXPENSES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 • DEPARTMENT TOTAL
	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 14 of 33 








  

					
		  	 ACCOUNTING DEPARTMENT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	% OF
TOTAL	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	- ADMINISTRATIVE EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 SAL & WAGES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 VACATION PAY
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 HOLIDAY, SICK , OTHER
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 PAYROLL TAXES & BENE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TOTAL P/R & RELATED
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 AUTOMOBILES -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COMPUTER -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COMPUTER EQUIPMENT
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 DUES & PUBLICATIONS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 EQUIPMENT EXP -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE EXPENSE -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COPIER EXPENSE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE EQUIPMENT
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OFFICE SUPPLIES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OPERATING SUPPLIES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OUTSIDE CONTR SVCS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OUTSIDE CONTR SVCS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 POSTAGE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 PROFESSIONAL FEES -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 ACCOUNTING FEES -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TELEPHONE -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COST OF LOCAL SERVI
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COST OF LONG DISTAN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TEL-MOVES/ADDS/ CHAN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TEL-OTHER
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TVL MTGS & ENTERTAIN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 BUSINESS ENTERTAIN
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 MEETINGS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRAVEL
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 LODGING
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRAVEL MEALS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 UNIFORM EXP
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OTHER -
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 MISCELLANEOUS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 OPERATING EXPENSES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 • DEPARTMENT TOTAL
	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 15 of 33 








  

					
		  	 PURCHASING DEPARTMENT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	% OF
TOTAL	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-ADMINISTRATIVE EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VACATION PAY HOLIDAY, SICK, OTHER PAYROLL TAXES & BENE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL P/R & RELATED	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	AUTOMOBILE -	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DUES & PUBLICATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	EQUIPMENT EXP-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EXPERTS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COPIER EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OUTSIDE CONTR SVCS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	POSTAGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PROFESSIONAL FEES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELEPHONE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF LOCAL SERVI	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF LONG DISTAN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TVL MTGS & ENTERTAIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 UNIFORM EXP

OTHER-
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	* DEPARTMENT TOTAL	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 16 of 33 








  

					
		  	 SECURITY DEPARTMENT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	% OF
TOTAL	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-ADMINISTRATIVE EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VACATION PAY HOLIDAY, SICK, OTHER PAYROLL TAXES & BENE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL P/R & RELATED	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	AUTOMOBILE -	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER EQUIPMENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER SOFTWARE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DUES & PUBLICATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COPIER EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OUTSIDE CONTR SVCS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	POSTAGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PROFESSIONAL FEES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELEPHONE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF LOCAL SERVI	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF LONG DISTAN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL-MOBILE CELLULAR	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TEL-OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TVL MTGS & ENTERTAIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	BUSINESS ENTERTAINMENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MEETINGS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TRAVEL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LODGING	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TRAVEL MEALS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	UNIFORM EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MISCELLANEOUS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL ADMIN EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SECURITY EXPENSE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	EQUIPMENT EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	FIRST AID SUPPLIES/E	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL SECURITY EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OPERATING EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	IN-HOUSE LAUNDRY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	* DEPARTMENT TOTAL	 				 				 				 				 				 				 				 			

 EXHIBIT “B” 

Page 17 of 33 

  








  

					
		  	 MARKETING DEPT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	  	% OF
TOTAL	 	  	MTD
BUDGET	 	  	B(W)
THAN
BUDGET	 	  	% OF
CHANGE	 	  	MTD
L/YR
ACTUAL	 	  	B(W)
THAN
LAST
YEAR	 	  	% OF
CHANGE	 	  	 DESCRIPTION
	  	YTD
ACTUAL	 	  	% OF
TOTAL	 	  	YTD
BUDGET	 	  	B(W)
THAN
BUDGET	 	  	% OF
CHANGE	 	  	LAST
YTD
ACTUAL	 	  	B(W)
THAN
LAST
YEAR	 	  	% OF
CHANGE	 
		  				  				  				  				  				  				  				  	-EXPENSES-	  				  				  				  				  				  				  				  			
		  				  				  				  				  				  				  				  	ELECTRONIC MARKETING	  				  				  				  				  				  				  				  			
		  				  				  				  				  				  				  				  	PROPERTY DIRECT MKTG	  				  				  				  				  				  				  				  			
		  				  				  				  				  				  				  				  	PROPERTY SALES OFC	  				  				  				  				  				  				  				  			
		  				  				  				  				  				  				  				  	GROUP/HCI	  				  				  				  				  				  				  				  			
		  				  				  				  				  				  				  				  	MARKETING	  				  				  				  				  				  				  				  			
		  				  				  				  				  				  				  				  	* TOTAL MARKETING DE	  				  				  				  				  				  				  				  			


  
 EXHIBIT
“B” 
 Page 18 of 33 








  

					
		  	 SALES DEPARTMENT
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	% OF
TOTAL	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W) THAN
LAST YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST YTD
ACTUAL	 	 	B(W) THAN
LAST YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SAL & WAGES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	VACATION PAY	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	HOLIDAY, SICK, OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PAYROLL, TAXES & OTHER	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL P/R & RELATED	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	-ADMINISTRATIVE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER EQUIPMENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COMPUTER SOFTWARE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	DUES & PUBLICATIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	EQUIPMENT EXP-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EXPENSE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 COPIER

EXPENSE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE EQUIPMENT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OFFICE SUPPLIES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	POSTAGE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 PROFESSIONAL

FEES-
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TELEPHONE-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF LOCAL SERVICES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	COST OF LONG DISTAN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TELE -

OTHER
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TVL MTGS & ENTERTAIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	BUSINESS ENTERTAIN	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MEETINGS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TRAVEL	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	LODGING	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRAVEL,

MEALS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	UNIFORM EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	OTHER-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	MISCELLANEOUS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL ADMIN EXPENSE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SELLING EXPENSES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 AMENITIES
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SALES REPRESENTATIVE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRADE SHOWS
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SPECIAL PROMOTIONS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 TRADE SHOWS 
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	TOTAL SELLING EXPENS	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	PROP SPECIFIC EXP	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 * DEPARTMENT

TOTAL
	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 19 of 33 








  

					
		  	 ADVERTISING DEPARTMENT
 For the Seven Months Ending July 31, 2004
	  	

  

																																															
	 MTD
ACTUAL
	 	 % OF
TOTAL
	 	 MTD

BUDGET
	 	 B(W)
THAN

BUDGET
	 	 % OF
CHANGE
	 	 MTD
L/YR
ACTUAL
	 	B(W) THAN
LAST YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	 YTD

ACTUAL
	 	 % OF
TOTAL
	 	 YTD

BUDGET
	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST YTD
ACTUAL	 	 	B(W) THAN
LAST YEAR	 	 	% OF
CHANGE	 
		 		 		 		 		 		 				 				 	-ADMINISTRATIVE EXP	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	TOTAL P/R & RELATED	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	AUTOMOBILE-	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	COMPUTER-	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	EQUIPMENT EXP-	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	OFFICE EXPENSE-	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	OUTSIDE CONTR SVCS	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	PROFESSIONAL FEES-	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	TELEPHONE	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	 TVL MTGS & ENTERTAIN
	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	OTHER-	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	TOTAL ADMIN EXPENSE	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	MARKETING EXPENSE-	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	ADVERTISING FEES	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	 AMENITIES
	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	BROCHURES/COLLATERAL	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	CO-OP ADVERTISING	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	DIRECT MAIL	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	OUTDOOR ADVERTISING	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	PHOTOGRAPHY	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	PRINT ADVERTISING	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	PRODUCTION OF ADV	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	 PROMO MATERIALS & GR
	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	PUBLIC RELATIONS	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	RADIO & TV ADVERTISI	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	TRADE CREDIT	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	OTHER MARKETING EXPE	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	TOTAL MARKETING EXPE	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	PROPERTY SPECIFIC EX	 		 		 		 				 				 				 				 			
		 		 		 		 		 		 				 				 	* DEPARTMENT TOTAL	 		 		 		 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 20 of 33 








  

					
		  	 FRANCHISE FEES
 For the Seven Months Ending July 31, 2004
	  	

  

																																																															
	 MTD
ACTUAL
	 	% OF
TOTAL	 	 	MTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	MTD
L/YR
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 	 	 DESCRIPTION
	 	YTD
ACTUAL	 	 	% OF
TOTAL	 	 	YTD
BUDGET	 	 	B(W)
THAN
BUDGET	 	 	% OF
CHANGE	 	 	LAST
YTD
ACTUAL	 	 	B(W)
THAN
LAST
YEAR	 	 	% OF
CHANGE	 
		 				 				 				 				 				 				 				 	-EXPENSES-	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	APS FEE	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 CORPORATE

REIMBURSEM
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 DIRECTORY/

BROCHURE
	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	FRANCHISE FEES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	CRF/CATERING REFERRA	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	HAWAII CLUSTER PROG	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	REDEMPTION DISCOUNT	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	REWARD FEES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	SYSTEM CHARGES	 				 				 				 				 				 				 				 			
		 				 				 				 				 				 				 				 	 * TOTAL
 FRANCHISE
FEE
	 				 				 				 				 				 				 				 			


  
 EXHIBIT
“B” 
 Page 21 of 33 








  

					
		  	 MAINTENANCE
 For the Seven Months Ending July 31, 2004
	  	

  

																																	
	 MTD
 ACTUAL
	  	% OF
TOTAL	  	MTD
BUDGET	  	B(W)
THAN
BUDGET	  	% OF
CHANGE	  	MTD L/YR
ACTUAL	  	B(W)
THAN
LAST
YEAR	  	% OF
CHANGE	  	 DESCRIPTION
	  	YTD
ACTUAL	  	% OF
TOTAL	  	YTD
BUDGET	  	B(W)
THAN
BUDGET	  	% OF
CHANGE	  	LAST
YTD
ACTUAL	  	B(W)
THAN
LAST
YEAR	  	% OF
CHANGE
		  		  		  		  		  		  		  		  	-P/R RELATED EXPS-	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	SALARIES & WAGES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	VACATION PAY	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	HOLIDAY SICK OTHER	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	P/R TAX & BENEFITS	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	PAYROLL RECOVERIES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL P/R & REL EXP	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	-OPERATING EXPENSES-	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	ADA COMPLIANCE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	AIR CONDITIONING	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	AUTOMOBILES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	BUILDING MAINTENANCE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 CENTRAL OPS

MAINT
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	CURTAINS & DRAPES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	ELECTRICAL	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	ELEVATOR	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	ENERGY CONSERVATION	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 FF&E

MAINTENANCE
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	[ILLEGIBLE]	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 GROUNDS

/LANDSCAPING
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	KITCHEN MAINT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	LIFE SAFETY	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	LIGHTING	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	LOCK & KEY	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	MAINT SUPPL/TOOLS	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	NIGHT SHIFT MAINT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	OFFICE EXPENSES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	PAGER/RADIO EQUIP	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	PAINTING & DECORATIN	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	PEST CONTROL	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	PLUMBING & MECHANICA	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	PROFESSIONAL FEES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	RECYCLING	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	REFUSE REMOVAL	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	SWIMMING POOL	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TELEVISION	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TRAINING	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	UNIFORM	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	INTERDEPT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL OPERATING EXP	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL EXPENSES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL DEPARTMENT EXP	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	CPAR STATISTICS	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 TOTAL AVAIL
 RM
NIGHT
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL P/R & REL EXP	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	OTHER OPERATING EXP	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL DEPARTMENT EXP	  		  		  		  		  		  		  		  	


  
 EXHIBIT
“B” 
 Page 22 of 33 








  

					
		  	 UTILITY COSTS
 For the Seven Months Ending July 31, 2004
	  	

  
  

																																	
	 TD
 ACTUAL
	  	% OF
TOTAL	  	MTD
BUDGET	  	B(W)
THAN
BUDGET	  	% OF
CHANGE	  	MTD L/YR
ACTUAL	  	B(W)
THAN
LAST
YEAR	  	% OF
CHANGE	  	 DESCRIPTION
	  	YTD
ACTUAL	  	% OF
TOTAL	  	YTD
BUDGET	  	B(W)
THAN
BUDGET	  	% OF
CHANGE	  	LAST
YTD
ACTUAL	  	B(W)
THAN
LAST
YEAR	  	% OF
CHANGE
		  		  		  		  		  		  		  		  	 -EXPENSES-
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 ELECTRICITY
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 FUEL OIL
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 GAS
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 SEWER
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 WATER
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 UTILITIES REIMBURSEM
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 TOTAL EXPENSES
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 •  DEPARTMENT TOTAL    •
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 ELECTRICITY CPOR
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 FUEL OIL CPOR
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 •  GAS CPOR
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 •  SEWER CPOR
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 •  WATER CPOR
	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	 •  UTILITY COSTS CPOR
	  		  		  		  		  		  		  		  	


  
 EXHIBIT
“B” 
 Page 23 of 33 








  

					
		  	 NON-OPERATING EXPENSE
 For the Seven Months Ending July 31, 2004
	  	

  

																																	
	 MTD
 ACTUAL
	  	% OF
TOTAL	  	MTD
BUDGET	  	B(W)
THAN
BUDGET	  	% OF
CHANGE	  	MTD L/YR
ACTUAL	  	B(W)
THAN
LAST
YEAR	  	% OF
CHANGE	  	 DESCRIPTION
	  	YTD
ACTUAL	  	% OF
TOTAL	  	YTD
BUDGET	  	B(W)
THAN
BUDGET	  	% OF
CHANGE	  	LAST
YTD
ACTUAL	  	B(W)
THAN
LAST
YEAR	  	% OF
CHANGE
		  		  		  		  		  		  		  		  	-NON OPERATING EXP-	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	MANAGEMENT FEES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	BASIC FEES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	BASIC FEES CONTRA	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TTL MANAGEMENT FEES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	FEES RESERVE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	FEES RESERVE EXPENSE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	FEES CLEARING	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL FEES EXPENSE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	MORTGAGE AGREEMENT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	PRUDENTIAL AGREEMENT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	RENT TAX INSURANCE RENT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL RENT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	BUSINESS IMPROV DIS	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL BID	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	REAL PROPERTY TAXES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	REAL PROP TAXES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	REAL PROP TAX REF	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL REAL PROP TAX	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	INSURANCE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	LIAB INS & CLAIMS	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	PROPERTY INSURANCE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	RISK MGT ADMIN	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL INSURANCE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	RESORT FEES	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL RENT TAX INS	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	DEPRECIATION & AMORT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	DEPRECIATION	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	DEPRECIATION & AMORT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	INTEREST EXP & OTHER	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	INTEREST INCOME	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	OTHER EXPENSE	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL INT EXP/OTHER	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	LEGAL FEES/LITIGAT	  		  		  		  		  		  		  		  	
		  		  		  		  		  		  		  		  	TOTAL NON-OP EXP	  		  		  		  		  		  		  		  	


  
 EXHIBIT
“B” 
 Page 24 of 33 








  

					
		  	 BALANCE SHEET
 Company 167
 As of July 31, 2004
	  	

  

													
	 DESCRIPTION
	  	CURRENT
YEAR	 	  	PRIOR
MONTH	 	  	PRIOR
YEAR	 
	 - ASSETS -
	  				  				  			
	 - CURRENT ASSETS -
	  				  				  			
	 CASH - HOUSE BANKS
	  				  				  			
	 CASH - CHECKING
	  				  				  			
	 CASH - OPERATING SAVINGS
	  				  				  			
	 TOTAL CASH
	  				  				  			
	 RECEIVABLES GUEST LEDGER
	  				  				  			
	 RECEIVABLES CITY LEDGER
	  				  				  			
	 RECEIVABLES CONCESSIONS
	  				  				  			
	 RECEIVABLES OTHERS
	  				  				  			
	 ALLOWANCE-DOUBTFUL ACCOUNTS
	  				  				  			
	 TOTAL HOTEL & OTHER REC
	  				  				  			
	 INVENTORIES
	  				  				  			
	 PREPAID EXPENSES & OTHER
	  				  				  			
	 TOTAL CURRENT ASSETS
	  				  				  			
	 - NON CURRENT ASSETS -
	  				  				  			
	 LAND
	  				  				  			
	 BUILDINGS
	  				  				  			
	 FF&E
	  				  				  			
	 LANDSCAPING
	  				  				  			
	 TELEPHONE
	  				  				  			
	 COMPUTER EQUIPMENT
	  				  				  			
	 CONSTRUCTION IN PROGRESS
	  				  				  			
	 LESS ACCUM DEPR & AMORT
	  				  				  			
	 PROPERTY & EQUIPMENT (NET)
	  				  				  			
	 TOTAL NON CURRENT ASSETS
	  				  				  			
	 TOTAL ASSETS
	  				  				  			


  
 EXHIBIT
“B” 
 Page 25 of 33 








  

					
		  	 BALANCE SHEET
 Company 167
 As of July 31, 2004
	  	

  

													
	 DESCRIPTION
	  	CURRENT
YEAR	 	  	PRIOR
MONTH	 	  	PRIOR
YEAR	 
	 - LIABILITIES & EQUITY -
	  				  				  			
	 - LIABILITIES -
	  				  				  			
	 - CURRENT LIABILITIES -
	  				  				  			
	 ACCOUNTS PAYABLE
	  				  				  			
	 RETENTION PAYABLE
	  				  				  			
	 A/P ONI/REMARK
	  				  				  			
	 ACCRUED LIABILITIES
	  				  				  			
	 RESERVATIONS DEPOSITS
	  				  				  			
	 A/P OUTRIGGER HOTELS HAWAII
	  				  				  			
	 A/P ORH HOLDING LLC
	  				  				  			
	 TOTAL CURRENT LIABILITIES
	  				  				  			
	 - NONCURRENT LIABILITIES -
	  				  				  			
	 MORTGAGE PAYABLE
	  				  				  			
	 SECURITY DEPOSIT
	  				  				  			
	 OTHER DEPOSITS
	  				  				  			
	 TOTAL NONCURRENT LIABILITIES
	  				  				  			
	 TOTAL LIABILITIES
	  				  				  			
	 - EQUITY -
	  				  				  			
	 ORH HOLDING LLC 100%
	  				  				  			
	 ORH HOLDING ADD’L PIC
	  				  				  			
	 ORH HOLDING BY EARNINGS
	  				  				  			
	 ORH HOLDING PY DISTRIB
	  				  				  			
	 ORH HOLDING CY EARNINGS
	  				  				  			
	 TOTAL EQUITY
	  				  				  			
	 TOTAL LIABILITIES & EQUITY
	  				  				  			


  
 EXHIBIT
“B” 
 Page 26 of 33 








  

					
		  	 BALANCE SHEET (DETAILED)
 COMPANY 167
 As of July 31, 2004
	  	

  

																	
	 ACCOUNT #
	 	  	 DESCRIPTION
	  	CURRENT
YEAR	 	  	PRIOR
MONTH	 	  	PRIOR
YEAR	 
				  	 ASSETS
	  				  				  			
				  	 CURRENT ASSETS
	  				  				  			
				  	 CASH
	  				  				  			
	 	1010	  	  	 HOUSE BANKS
	  				  				  			
				  	 HOUSE BANKS
	  				  				  			
				  	 CASH-CHECKING
	  				  				  			
	 	1035	  	  	 DISBURSING ACCOUNT
	  				  				  			
	 	1036	  	  	 FHB RENOVATIONS
	  				  				  			
	 	1045	  	  	 ECH OPERATING
	  				  				  			
	 	1065	  	  	 PAYROLL
	  				  				  			
				  	 CASH-CHECKING
	  				  				  			
				  	 CASH INTEREST BEARING
	  				  				  			
	 	1082.001	  	  	 OPERATING SAVINGS ACCT
	  				  				  			
				  	 CASH INTEREST BEARING
	  				  				  			
				  	 CASH
	  				  				  			
				  	 HOTEL & OTHER RECEIVABLES
	  				  				  			
	 	1100	  	  	 RECEIVABLES GUEST LEDGER
	  				  				  			
	 	1200.	  	  	 RECEIVABLES CITY LEDGER
	  				  				  			
				  	 RECEIVABLES CONCESSIONS
	  				  				  			
				  	 RECEIVABLES OTHERS
	  				  				  			
	 	1405.	  	  	 A/R REFUND CLEARING
	  				  				  			
	 	1425.	  	  	 A/R RETURNED CHECKS
	  				  				  			
	 	1500.	  	  	 A/R OTHER
	  				  				  			
	 	1500.001	  	  	 A/R CLEARING
	  				  				  			
	 	1554	  	  	 A/R BRE HAIKOLOA LLC
	  				  				  			
	 	1635	  	  	 DUE FROM ESCROW
	  				  				  			
				  	 RECEIVABLES OTHERS
	  				  				  			
	 	1699.	  	  	 ALLOW FOR DOUBTFUL ACCT
	  				  				  			
	 	1699.001	  	  	 ALLOWANCE-W/O’S
	  				  				  			
	 	1699.002	  	  	 ALLOWANCE-RECOVERIES
	  				  				  			
				  	 ALLOW FOR DOUBTFUL ACCT
	  				  				  			
				  	 HOTEL & OTHER RECEIVABLES
	  				  				  			
				  	 INVENTORIES
	  				  				  			
	 	1720	  	  	 INVENTORY FOOD
	  				  				  			
	 	1730	  	  	 INVENTORY-BEVERAGE
	  				  				  			
	 	1732	  	  	 INVENTORY-CHINA/GLASS
	  				  				  			
				  	 TOTAL INVENTORIES
	  				  				  			


  
 EXHIBIT
“B” 
 Page 27 of 33 








  

					
		  	 BALANCE SHEET (DETAILED)
 COMPANY 167
 As of July 31, 2004
	  	

  

									
	 ACCOUNT #
	  	 DESCRIPTION
	  	 CURRENT

YEAR
	  	 PRIOR

MONTH
	  	 PRIOR

YEAR

		  	PREPAID EXPENSES & OTHER	  		  		  	
	 1805.
	  	 DEPOSITS
	  		  		  	
	 1810.
	  	 PREPAID PROPERTY INS
	  		  		  	
	 1815.
	  	 PREPAID LIABILITY INS
	  		  		  	
	 1820.
	  	 PREPAID REAL PROPERTY TAX
	  		  		  	
	 1825.
	  	 PREPAID LICENSES
	  		  		  	
	 1830.
	  	 PREPAID DUES & ADVERTISING
	  		  		  	
	 1830.001
	  	 PREPAID HVB DUES
	  		  		  	
	 1840.
	  	 PREPAID OTHER
	  		  		  	
	 1840.001
	  	 PREPAID MAINT & OTHER CO IIT
	  		  		  	
	 1840.003
	  	 PREPAID POSTAGE
	  		  		  	
		  	 PREPAID EXPENSES & OTHER R
	  		  		  	
		  	 CURRENT ASSETS
	  		  		  	
		  	NON CURRENT ASSETS	  		  		  	
	 2000.
	  	 LAND
	  		  		  	
	 2100
	  	 BUILDINGS
	  		  		  	
	 2200
	  	 ACCUM DPRN BUILDINGS
	  		  		  	
		  	 NBV- BUILDINGS
	  		  		  	
	 2130
	  	 FF&E
	  		  		  	
	 2230
	  	 ACCUM DPRN FF&E
	  		  		  	
		  	 NBV FF&E
	  		  		  	
	 2145
	  	 LANDSCAPING
	  		  		  	
	 2245
	  	 ACCUM DPRN LANDSCAPING
	  		  		  	
		  	 NBV-LANDSCAPING
	  		  		  	
		  	 NBV-AUTOS & TRUCKS
	  		  		  	


  
 EXHIBIT
“B” 
 Page 28 of 33 








  

					
		  	 BALANCE SHEET (DETAILED)
 COMPANY 167
 As of July 31, 2004
	  	

  

									
	 ACCOUNT #
	  	 DESCRIPTION
	  	 CURRENT

YEAR
	  	 PRIOR

MONTH
	  	 PRIOR

YEAR

	 2165
	  	 TELEPHONE
	  		  		  	
	 2265
	  	 ACCUM TELEPHONE
	  		  		  	
		  	 NBV-TELEPHONE
	  		  		  	
		  	 NBV-SOFTGOODS
	  		  		  	
		  	 NBV-DEF MAINT
	  		  		  	
		  	 NBV-MECHANICAL EQUIPMENT
	  		  		  	
	 2151
	  	 COMPUTER EQUIPMENT
	  		  		  	
	 2251
	  	 ACCUM DPRN COMPUTER
	  		  		  	
		  	 NBV-COMPUTER EQUIP
	  		  		  	
	 2154
	  	 COMPUTER SOFTWARE
	  		  		  	
	 2254
	  	 ACCUM DPRN SOFTWARE
	  		  		  	
		  	 NBV-SOFTWARE
	  		  		  	
		  	 CIP MATERIALS
	  		  		  	
		  	 CIP SUBCONTRACT
	  		  		  	
		  	 TOTAL CIP
	  		  		  	
		  	 NET BOOK VALUE-FIXED ASSETS
	  		  		  	
		  	OTHER ASSETS	  		  		  	
		  	 OTHER ASSETS
	  		  		  	
		  	 TOTAL ASSETS
	  		  		  	


  
 EXHIBIT
“B” 
 Page 29 of 33 








  

					
		  	 BALANCE SHEET (DETAILED)
 COMPANY 167
 As of July 31, 2004
	  	

  

									
	 ACCOUNT #
	  	 DESCRIPTION
	  	 CURRENT

YEAR
	  	 PRIOR

MONTH
	  	 PRIOR

YEAR

		  	LIABILITIES	  		  		  	
		  	 CURRENT LIABILITIES
	  		  		  	
		  	 ACCOUNTS PAYABLE
	  		  		  	
	 3010.
	  	 ACCOUNTS PAYABLE
	  		  		  	
	 3040.
	  	 A/P OTHER
	  		  		  	
	 3040.001
	  	 A/P CONCESSIONAIRES
	  		  		  	
	 3042
	  	 RETENTION PAYABLE
	  		  		  	
	 3043
	  	 A/P ONI/REIMARK
	  		  		  	
		  	 TOTAL ACCOUNTS PAYABLE
	  		  		  	
		  	 ACCRUED P/R & RELATED
	  		  		  	
	 3110.
	  	 ACCRUED SALARIES & WAGES
	  		  		  	
	 3115.
	  	 UNCLAIMED WAGES
	  		  		  	
	 3122.
	  	 EMP FICA WITHHELD
	  		  		  	
	 3124.
	  	 EMP FMH WITHHELD
	  		  		  	
	 3125.
	  	 EMP SWH WITHHELD
	  		  		  	
	 3130.
	  	 EMP 401K WITHHELD
	  		  		  	
	 3132.
	  	 EMP GARNISHMENT WITHHELD
	  		  		  	
	 3135.
	  	 EMP CAFETERIA PLAN W/H
	  		  		  	
	 3138.
	  	 HAWAII UNITED WAY WITHHELD
	  		  		  	
	 3140.
	  	 EMP CREDIT UNION WITH
	  		  		  	
	 3144.
	  	 L/T DISABILITY
	  		  		  	
	 3162.
	  	 ACC FICA TAXES ER
	  		  		  	
	 3164.
	  	 ACC FUTA
	  		  		  	
	 3166.
	  	 ACC SUTA
	  		  		  	
	 3168.
	  	 ACCRUED PENSION
	  		  		  	
	 3169.
	  	 ACCRUED PROFIT SHARING
	  		  		  	
	 3169.401
	  	 ACCRUED 401 (K) MATCH
	  		  		  	
	 3169.599
	  	 ACCRUED 401 (K) FIXED
	  		  		  	
	 3170.
	  	 ACCRUED MEDICAL DENTAL LIFE
	  		  		  	
	 3172.
	  	 ACC TDI
	  		  		  	
	 3174.
	  	 ACCRUED WORKERS COMP
	  		  		  	
	 3176.
	  	 ACCRUED VACATION
	  		  		  	
	 3178
	  	 ACCRUED BONUSES
	  		  		  	
	 3180
	  	 LOCAL 5 AFL/CIO WITHHELD
	  		  		  	
		  	 ACCRUED P/R & RELATED
	  		  		  	


  
 EXHIBIT
“B” 
 Page 30 of 33 








  

					
		  	 BALANCE SHEET (DETAILED)
 COMPANY 167
 As of July 31, 2004
	  	

  

															
	 ACCOUNT #
	  	 DESCRIPTION
	  	CURRENT
YEAR	 	  	PRIOR
MONTH	 	  	PRIOR
YEAR	 
		  	 ACCRUED LIABILITIES
	  				  				  			
	 3045
	  	 ACCRUED LIABILITIES
	  				  				  			
	 3220.
	  	 ACC HI GRH EXCISE TAX
	  				  				  			
	 3220.001
	  	 ACC IMPORT TAX
	  				  				  			
	 3225.
	  	 ACC TRANSIENT ACCOM TAX
	  				  				  			
	 3250.
	  	 ACCRUED LIQUOR LICENSE
	  				  				  			
	 3259
	  	 ACCRUED ENERGY
	  				  				  			
	 3260.
	  	 ACCRUED EXPENSES
	  				  				  			
	 3030.1165
	  	 CAR PACKAGE
	  				  				  			
	 3030.9165
	  	 GOLF PACKAGE
	  				  				  			
	 3260.006
	  	 ACCRUED ROOMS LINEN
	  				  				  			
	 3260.008
	  	 ACCRUED ROOMS UNIFORMS
	  				  				  			
	 3260.009
	  	 ACCRUED F&B LINEN
	  				  				  			
	 3260.010
	  	 ACCRUED F&B CHINA
	  				  				  			
	 3260.011
	  	 ACCRUED F&B UNIFORMS
	  				  				  			
	 3264
	  	 ACCRUED MARRIOTT FEES 
	  				  				  			
		  	 BWH CLEARING
	  				  				  			
	 3325
	  	 BANQUET TIPS
	  				  				  			
	 3330
	  	 VALET TIPS
	  				  				  			
	 3335
	  	 RESTAURANT TIPS
	  				  				  			
	 3350
	  	 PORTERAGE TIPS
	  				  				  			
	 3355
	  	 PORTERAGE TIP
	  				  				  			
	 3356
	  	 PORTERAGE TIP REV CLEARING
	  				  				  			
		  	 TIP LIABILITIES
	  				  				  			
		  	 ACCRUED LIABILITIES
	  				  				  			
		  	 LONG TERM DEBT CURRENT
	  				  				  			
	 3500.
	  	 RESERVATIONS DEPOSITS
	  				  				  			
		  	 OTHER DEPOSITS
	  				  				  			
	 3994.
	  	 F&B GIFT CERTIFICATES
	  				  				  			
		  	 DEPOSITS-OTHER
	  				  				  			


  
 EXHIBIT
“B” 
 Page 31 of 33 








  

					
		  	 BALANCE SHEET (DETAILED)
 COMPANY 167
 As of July 31, 2004
	  	

  

															
	 ACCOUNT #
	  	 DESCRIPTION
	  	CURRENT
YEAR	 	  	PRIOR
MONTH	 	  	PRIOR
YEAR	 
		  	 INTERCOMPANY PAYABLE
	  				  				  			
	 3890.
	  	 A/P ORH
	  				  				  			
	 3890.001
	  	 A/P ORH - (BASIS ADJ)
	  				  				  			
	 3890.901
	  	 A/P ORH RETAIL LEASING
	  				  				  			
	 3890.1200
	  	 A/P ORH CITY LEDGER
	  				  				  			
	 3890.3500
	  	 A/P ORH REZ DEPOSITS
	  				  				  			
	 3890.926
	  	 A/P ORH HR COMP & BENE
	  				  				  			
	 3890
	  	 A/P ORH HOLDING LLC
	  				  				  			
		  	 INTERCOMPANY PAYABLE
	  				  				  			
		  	 CURRENT LIABILITIES
	  				  				  			
		  	 NONCURRENT LIABILITIES
	  				  				  			
		  	 SECURITY DEPOSITS
	  				  				  			
	 3960.
	  	 SECURITY DEPOSIT CONCESS
	  				  				  			
	 3965.
	  	 SECURITY DEPOSITS OTHER
	  				  				  			
		  	 SECURITY DEPOSITS
	  				  				  			
	 3994.001
	  	 DEFFERED INCOME BARTER
	  				  				  			
	 3893
	  	 MORTGAGE PAYABLE-DUE TO [ILLEGIBLE]
	  				  				  			
		  	 NONCURRENT LIABILITIES
	  				  				  			
		  	 LIABILITIES
	  				  				  			


  
 EXHIBIT
“B” 
 Page 32 of 33 








  

					
		  	 BALANCE SHEET (DETAILED)
 COMPANY 167
 As of July 31, 2004
	  	

  

															
	 ACCOUNT #
	  	 DESCRIPTION
	  	CURRENT
YEAR	 	  	PRIOR
MONTH	 	  	PRIOR
YEAR	 
		  	 EQUITY
	  				  				  			
		  	 ORH HOLDING LLC 100%
	  				  				  			
	 4009.02
	  	 ORH HOLDING APIC
	  				  				  			
	 4009.03
	  	 ORH HOLDING PY EARNINGS
	  				  				  			
	 4009.04
	  	 ORH HOLDING PY
	  				  				  			
	 4009.06
	  	 ORH HOLDING CY EARNINGS
	  				  				  			
		  	 TOTAL EQUITY
	  				  				  			
		  	 TOTAL LIABILITIES & EQUITY
	  				  				  			


  
 EXHIBIT
“B” 
 Page 33 of 33 








  
 EXHIBIT C

 Example of Cancellation Fee 

 

											
		  		  				  	 	 	 
	 Estimated Management Fees Per Annum:
	   
	  	 	1,190,000	  
		  		  				  	 	 	 
				
	 Year
	  	Factor	  	Estimated Cancellation
Fee	 	  	 	 
	 1-10
	  	8	  	$	9,520,000	  	  
	 11
	  	5	  	$	5,950,000	  	  
	 12
	  	4	  	$	4,760,000	  	  
	 13
	  	3	  	$	3,570,000	  	  
	 14
	  	2	  	$	2,380,000	  	  
	 15
	  	1	  	$	1,190,000	  	  
	 16 +
	  		  				  


  
 EXHIBIT
“C” 
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 EXHIBIT D

  

									
	 COST ITEM
	  	Amount (000’s)	 	 	 	 
	 Portion of Hotel included in Retail Construction Contract
	  	 	40,626	  	 			
	 Hotel Towers Contract
	  	 	40,809	  	 			
	 Construction Lenders’ Loan Fee
	  	 	518	  	 			
	 Construction Interest from Inception to Second Tower Opening
	  	 	1,559	  	 	 
 	(excludes interest costs
while equity is available	  
) 
	 Interest Reserve per Construction Loan Commitment
	  	 	(included above)	  	 			
	 Secured Capital Fees (including debt and equity placement)
	  	 	476	  	 			
	 Lenders’ Closing Costs
	  	 	100	  	 			
		  	 	 	 	 			
	 Subtotal
	  	 	84,088	  	 			
	 Hotel Apartment’s Portion of Chilled Water System
	  	 	4,639	  	 			
		  	 	 	 	 			
	 Total Cost
	  	 	88,728	  	 			
		  	 	 	 	 			


  
 EXHIBIT
“D” 
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 EXHIBIT E

 Payment of Construction Costs and Use of Construction Loan Proceeds 

1. Operator has paid to the Commencement Date, and from and after the Commencement Date shall pay, on behalf of Owner when due and in
accordance with the Construction Contract and the terms of the Construction Loan, all costs of constructing the Project, including those under the Construction Contract and related subcontracts, the Turnkey Agreement and the Reimbursement Agreement.

 2. Owner shall reimburse Operator for such costs of construction without additional consideration; provided, however, that,
(a) the first $36,960,000.00 of such costs shall be paid from funds held by ESW LLC; (b) the funds from the Construction Loan shall be disbursed and applied next to such costs, and (c) if and to the extent there are additional costs
in excess of those available under (a) and (b), all such additional costs shall be paid for by Outrigger Retail LLC, as Guarantor under that certain Guaranty dated as of January 10, 2006. 

3. Construction Loan funds shall be disbursed directly to Operator, as and when needed, for purposes of constructing the Project in
accordance with the Construction Budget, subject to the following: 
 (a) For purposes of this
Section 3 of this Exhibit E. Owner shall act through American Assets, Inc., Attn.: Brandon Taylor 
 (b) Operator shall submit to Owner a draw request, which has been prepared to industry-standard financing standards, including (if and as required by the Construction Loan lender (the
“Lender”)) third-party verifications and lien releases. 
 (c) Owner shall have the right to
approve of the each draw request as set forth in Section 24.4 of this Agreement; provided however, that, if the Lender approves a disbursement to Operator to cover costs of development and construction work that are to be reimbursed by
funds from the Construction Loan, then Owner shall be deemed to have approved such disbursement upon the approval of the Lender, unless the requested disbursement exceeds the applicable line item Budget amount by more than twenty percent (20%). In
such event, Owner shall have the right to review and approve or disapprove of the submittal as set forth in Section 24.4 of this Agreement, notwithstanding the Lender’s actions with regard thereto. 

4. Owner and Operator believe that no general excise tax should be due or payable on the reimbursements by Owner to Operator for such
construction costs, which are being paid without additional consideration. However, in the event general excise tax is imposed or payable on such reimbursements, Owner shall be responsible for the same. 

  
 EXHIBIT
“E” 
 Page 1 of 1