EX-10.4 LLC Interests Purchase Agrmt-Marathon Part



 







Exhibit 10.4




LIMITED LIABILITY COMPANY INTERESTS PURCHASE AGREEMENT




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




Background




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




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




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




Agreement




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




ARTICLE 1

Definitions




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




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




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




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




 









 








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




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




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




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




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




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




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




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




ARTICLE 2

Purchase and Sale of LLC Interests




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




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




Page 2




 









 








          Section 2.03 Payments on the Closing Date.




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




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




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




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




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




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




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




Page 3





 









 








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




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




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




          (c) such other separate instruments of sale, assignment or transfer that Buyer may reasonably
deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of
the LLC Interests; and




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




ARTICLE 3

Seller’s Representations and Warranties




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




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




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




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




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




Page 4




 









 







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




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




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




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




ARTICLE 4

Buyer’s Representations and Warranties




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




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




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




Page 5




 









 







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




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




          Section 4.04 Consents and Approvals. No consent or approval of any Person, is required with
respect to the execution and delivery of this Agreement by Buyer or the consummation by Buyer of
the transactions contemplated hereby or the performance of its obligations under the Agreement.




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




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




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




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




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




Page 6





 









 







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




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




ARTICLE 5

Unitholder’s Representations and Warranties




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




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



Page 7




 









 





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




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




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




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




ARTICLE 6

Closing Conditions And Deliveries




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




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




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




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




Page 8




 









 








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




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




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




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




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




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




ARTICLE 7

Agreements of the Parties




          Section 7.01 Maintain Hotel; Construction.




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




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




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




Page 9




 









 







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




          Section 7.03 Confidentiality. Each of the parties hereto (each a “Receiving Party”)
agrees, and shall cause each of its representatives and agents, to keep confidential and not
disclose any and all information and data of a proprietary or confidential nature with respect to
another party (a “Disclosing Party”) which it has received in connection with this
Agreement and the transactions contemplated hereby other than information which is or becomes
generally available to the public other than as a result of disclosure by the Receiving Party in
violation of this Agreement; provided, however, that notwithstanding the foregoing, each of the
parties hereto shall be free to disclose any such information or data (a) to the extent required by
applicable law, and (b) during the course of or in connection with any legal proceeding based upon
or in connection with the subject matter of this Agreement. In the event of termination of this
Agreement, each party shall return all documents (including copies thereof) obtained hereunder by
such party from the other party (unless readily available from public information sources). The
Receiving Party will use such confidential information solely in connection with the transaction
contemplated by this Agreement. This Section 7.03 shall survive any termination of this Agreement.
Except as required by law, neither party shall, without the prior written consent of the other
party, disclose or make public this Agreement, its terms or the transactions contemplated by this
Agreement.




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




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




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




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




Page 10





 









 







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




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




ARTICLE 8

Purchase Price Adjustments




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




          Section 8.02 Adjustment Amount.




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




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




ARTICLE 9

Termination




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




Page 11




 









 








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




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




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




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




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




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




ARTICLE 10

Remedies; Power of Attorney




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




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




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




Page 12




 









 








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




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




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




ARTICLE 11

Miscellaneous




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




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




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




Page 13




 









 




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




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




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




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




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




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




	 	 	 
	If to Seller:

	 	Copy to:
	 
	 	 
	c/o Boykin Lodging Company
	 	Baker & Hostetler LLP
	Guildhall Building

	 	3200 National City Center
	45 W. Prospect Avenue, Suite 1500

	 	Cleveland, Ohio 44114
	Cleveland, Ohio 44115

	 	Attn: John M. Gherlein
	Attn: Richard Conti

	 	
	 
	 	 
	If to Buyer or Unitholder:

	 	Copy to:
	 
	 	 
	c/o Robert Boykin

	 	Timothy Q. Hudak
	Guildhall Building

	 	Eckert, Seamans, Cherin & Mellott, LLC
	45 W. Prospect Avenue, Suite 1550

	 	U.S. Steel Tower
	Cleveland, Ohio 44115

	 	600 Grant Street, 44th Floor
	 

	 	Pittsburgh, Pennsylvania 15219





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




Page 14





 









 







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




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




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




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




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




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




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




Page 15




 









 







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




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




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




Page 16




 









 








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



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	SELLER:	 	BELLBOY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard C. Conti	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	BUYER:	 	NEW BANANA BAY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Boykin	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	UNITHOLDER:	 	JABO LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 	 	By: Boykin Management Company Limited Liability Company, its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	The Boykin Group, Inc., its Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Boykin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robert W. Boykin

President	 	 






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



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	BHP:	 	BOYKIN HOTEL PROPERTIES, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Boykin Lodging Company, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard C. Conti	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	President	 	 






Page 17




 









 








Exhibit A



Adjustment Amount Methodology


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





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





	 	 	 	 	 
	 

	 	Cash — Operating Account
	 	A/R — Intercompany
	 

	 	Cash — Operating
	 	A/R Trade
	 

	 	Cash — Payroll
	 	A/R Other
	 

	 	Cash — Merchant
	 	A/R Guest Ledger
	 

	 	Cash — Depositary
	 	A/R Miscellaneous
	 

	 	Cash — House Bank
	 	A/R Owner
	 

	 	Cash Imprest Account
	 	Prepaid Maintenance Contracts
	 

	 	Cash Concentration
	 	Prepaid Other
	 

	 	Cash Mastercard Visa
	 	Prepaid Health Insurance
	 

	 	Cash Discover
	 	Prepaid Development
	 

	 	Cash American Express
	 	Prepaid — Other Costs
	 

	 	A/R — Trade
	 	Deposits Security







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




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





	 	 	 	 	 
	 

	 	A/P — Trade
	 	Accrued — Real Estate Tax
	 

	 	A/P — Capital Expenditures
	 	Accrued — Personal Property Tax
	 

	 	A/P Trade
	 	Accrued Payroll
	 

	 	A/P Other
	 	Accrued Bonus Expense
	 

	 	A/P Clearing
	 	Accrued Insurance
	 

	 	A/P Intercompany
	 	Accrued Workers Compensation-Premiums
	 

	 	A/P BMC
	 	Accrued Vacation
	 

	 	A/P Advance Deposits
	 	Accrued Utilities
	 

	 	A/P Gift Certificates
	 	Accrued Other
	 

	 	A/P All Other
	 	Accrued Pension 401(k)
	 

	 	Accrued — Audit/Tax Fees
	 	Occupancy Tax Payable
	 

	 	Accrued — Legal Fees
	 	Sales Tax Payable
	 

	 	Accrued — Interest – Debt
	 	Use Tax Payable
	 

	 	Accrued — Other	 	 






 









 







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




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




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




Page 2





 










 







Exhibit B




Interim Adjustment Amount Calculation



See attached.




Page 3









 








Marathon Partners—100%




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





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















 





Marathon Partners—100%




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





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






 




			
	****allocated








 










Boykin Hotel Properties

Interest on Marathon Development

2006




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	INTEREST	 	NON-USE FEES	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.375%	 	 	 	 	 
	 	 	Principal	 	Period Outstanding	 	Number	 	Base Rate/	 	 	 	 	 	 	 	 	 	 	 	 	 	Total	 	Increases	 	Total	 	Net	 	Cumulative
	Spend	 	Amount	 	From	 	To	 	of Days	 	LIBOR	 	Spread	 	Rate	 	Interest	 	by Month	 	in non-use fees	 	by Month	 	interest cost	 	Costs
	35,440.43

	 	 	35,440.43	 	 	2/15/2006
	 	2/20/2006
	 	 	6	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	49.47	 	 	 	 	 	 	 	2.22	 	 	 	 	 	 	 	 	 	 	 	 	 
	441.25

	 	 	35,881.68	 	 	2/21/2006
	 	2/27/2006
	 	 	7	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	58.43	 	 	 	 	 	 	 	2.62	 	 	 	 	 	 	 	 	 	 	 	 	 
	3,035.80

	 	 	38,917.48	 	 	2/28/2006
	 	2/28/2006
	 	 	1	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	9.05	 	 	 	116.95	 	 	 	0.41	 	 	 	5.24	 	 	 	111.71	 	 	 	111.71	 
	 
	 

	 	 	38,917.48	 	 	  3/1/2006
	 	3/13/2006
	 	 	13	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	117.71	 	 	 	 	 	 	 	5.27	 	 	 	 	 	 	 	 	 	 	 	 	 
	376.25

	 	 	39,293.73	 	 	3/14/2006
	 	3/20/2006
	 	 	7	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	63.98	 	 	 	 	 	 	 	2.87	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	2,081.29

	 	 	41,375.01	 	 	3/21/2006
	 	3/26/2006
	 	 	6	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	57.74	 	 	 	 	 	 	 	2.59	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	24,554.48

	 	 	65,929.49	 	 	3/27/2006
	 	3/31/2006
	 	 	5	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	76.68	 	 	 	316.11	 	 	 	3.43	 	 	 	14.16	 	 	 	301.95	 	 	 	413.67	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






Banana Bay — Marathon

Profit & Loss

Year to Date




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








 









 





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







 










 







Exhibit C




Payment Agent Letter




[Payment Agent Name]

[Payment Agent Address]




May ___, 2006




     Re:     Payment of Merger Consideration



Ladies and Gentlemen:




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



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



	 	 	 	 	 
	 	Sincerely,





[Unitholder]

 	 
	 	 	 
	 	 	 
	 	 	 
	 





 




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




Page 2 









 










Schedule 1




Wire Transfer Instructions




Payee:                                                                 

Payee EIN:                                                         

Payment Amount:$                                            




Wire Transfer Instructions:





Page 2