EX-10.3 LLC Interests Purchase Agrmt-Pink Shell B



 







Exhibit 10.3




LIMITED LIABILITY COMPANY INTERESTS AND ASSET

PURCHASE AGREEMENT




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



Background




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




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




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




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




Agreement




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




ARTICLE 1




Definitions




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




 









 








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




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




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




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




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




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




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




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




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




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




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




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




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




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




ARTICLE 2




Purchase and Sale of LLC Interests




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




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




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




          Section 2.04 Payments on the Closing Date.




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




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




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




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




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




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




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




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




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




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




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




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




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




          (c) the Assignment and Assumption Agreement;




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




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




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




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




          Section 2.07 Non-Assignment of Certain Purchased Assets. To the extent that the assignment
hereunder of any of the Contracts shall require the consent of any other party (or in the event
that any of the same shall be non-assignable), neither this Agreement nor any action taken pursuant
to its provisions shall constitute an assignment or an agreement to assign if such assignment or
attempted assignment would constitute a breach thereof or result in the loss or diminution in value
thereof. Sellers and Buyer shall use commercially reasonable efforts to obtain any such required
consent. If such consent is not obtained, Sellers shall cooperate with Buyer, with no additional
out-of-pocket expense or liability to Sellers, in any commercially reasonable arrangement designed
to provide for Buyer the benefits of any such Contract, including, without limitation, enforcement,
for the account and benefit of Buyer, of any and all rights of Sellers against any other person
with respect thereto.




ARTICLE 3



Sellers’ Representations and Warranties 




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




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




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




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




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




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




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




ARTICLE 4



Buyer’s Representations and Warranties




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




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




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




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




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




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




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




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




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




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




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




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




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




ARTICLE 5




Unitholder’s Representations and Warranties




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




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




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




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




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




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




ARTICLE 6



Closing Conditions And Deliveries




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




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




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




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




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




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




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




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




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




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




ARTICLE 7




Agreements of the Parties




          Section 7.01 Maintain Hotel; Construction.




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




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




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


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




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




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




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




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




Page 11








 







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




          Section 7.07 Condemnation. If, after the Effective Date and prior to the Closing Date, the
Purchased Assets or any portion thereof shall be subjected to a partial or total taking by eminent
domain or inverse condemnation or for any public or quasi-public use, or if any notice of intent of
taking or sale in lieu of taking is received by Sellers, Sellers shall assign to Buyer all of the
proceeds of such taking and the Parties shall proceed to close this transaction. If this Agreement
is terminated, Buyer shall reassign the right to receive any such proceeds to Sellers.




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




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




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




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


Page 12









 







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




ARTICLE 8

Purchase Price Adjustments




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




          Section 8.02 Adjustment Amount.




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




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




          Section 8.03 Closing Proration.




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




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




Page 13









 








ARTICLE 9

Termination




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




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




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




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




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




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




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




ARTICLE 10

Remedies; Power of Attorney




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




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




Page 14









 







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




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




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




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




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




ARTICLE 11

Miscellaneous




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




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

Page 15









 







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




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




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




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




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




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




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




	 	 	 
	If to Sellers:

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

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

	 	Cleveland, Ohio 44114
	Cleveland, Ohio 44115

	 	Attn: John M. Gherlein
	Attn: Richard Conti

	 	 






Page 16









 






	 	 	 
	If to Buyer:

	 	Copy to:
	 
	 	 
	c/o Robert Boykin

	 	Timothy Q. Hudak
	Guildhall Building

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

	 	U.S. Steel Tower
	Cleveland, Ohio 4415

	 	600 Grant Street, 44th Floor
	 

	 	Pittsburgh, Pennsylvania 15219





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




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




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




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




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




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




Page 17









 







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




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




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




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




Page 18









 








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




	 	 	 	 	 	 	 
	SELLERS:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BHP:	 	BOYKIN HOTEL PROPERTIES, L.P., an Ohio limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Boykin Lodging Company, its general partner
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard C. Conti	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	LLC SELLER:	 	BELLBOY, INC., a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard C. Conti	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SANIBEL:	 	SANIBEL VIEW DEVELOPMENT, LLC,
	WHITE SAND:	 	WHITE SAND VILLAS DEVELOPMENT, LLC,
	BEACHBOY:	 	BEACHBOY, LLC,
	PSR:	 	PINK SHELL REALTY, LLC,
	 	 	     each a Delaware limited liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	BellBoy, Inc., the sole member of each of the foregoing
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard C. Conti	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	BUYER:	 	NEW PINK SHELL, LLC, a Delaware limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Boykin	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:
	 	Managing Member	 	 
	 

	 	 	 	 	 	 





Page 19









 






	 	 	 	 	 	 	 
	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	 	 







Page 20









 








Exhibit A




Legal Description of the Property



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




 









 








Exhibit B



Purchased Assets





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




 









 











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




 









 








Exhibit C



Adjustment Amount Methodology




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





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




 









 











Exhibit D




Closing Proration




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




               (a) All nondelinquent ad valorem taxes, special or general assessments, real and personal
property taxes, hotel occupancy tax, water and sewer rents, rates and charges, vault charges, and
any municipal permit fees shall be prorated as of the Closing Cutoff Time between Buyer and Seller.
Seller shall be charged with such taxes and assessments accrued up to, but not including, the date
on which the Closing Cutoff Time occurs, and Buyer shall be entitled to a credit for said taxes and
assessments. If the amount of any such item is not ascertainable on the Closing Date, the credit
therefor shall be based on the most recent available bill for such item. In addition, Seller shall
retain liability for sales, use and occupancy tax relating to time periods prior to February 15,
2006 including amounts discovered through a sales tax audit that occurs after the sale.


..

               (b) Telephone and telex contracts and contracts for the supply of heat, steam, electric power,
gas, lighting and any other utility service shall be prorated as of the Closing Cutoff Time between
Buyer and Seller. Seller shall receive a credit for all deposits, if any, made by Seller as
security under any such public service contracts if the same are transferable and provided such
deposits remain on deposit for the benefit of Buyer to the extent applicable laws permit these
deposits to be transferred into the Buyer’s name. Where possible, cutoff readings will be secured
for all utilities as of the Closing Cutoff Time. To the extent they are not available; the cost of
such utilities shall be apportioned between the parties on the basis of the latest actual or
calculated by meter readings bill for such service.



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



 









 





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



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



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



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


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




1. nondelinquent ad valorem taxes;

2. special or general assessments; and

3. real and personal property taxes.




 









 





Exhibit E



Interim Adjustment Amount





 










 







Pink Shell Resort and Related Entities




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






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





 









 








Pink Shell Resort and Related Entities




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







 









 









Boykin Hotel Properties

Interest on Captiva Construction

2006




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

	 	 	838,661.64	 	 	2/15/2006
	 	2/28/2006
	 	 	14	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	2,731.47	 	 	 	2,731.47	 	 	 	122.30	 	 	 	122.30	 	 	 	2,609.17	 	 	 	2,609.17	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28,308.42

	 	 	866,970.06	 	 	3/1/2006
	 	3/1/2006
	 	 	1	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	201.70	 	 	 	 	 	 	 	9.03	 	 	 	 	 	 	 	 	 	 	 	 	 
	488,297.48

	 	 	1,355,267.54	 	 	3/2/2006
	 	3/8/2006
	 	 	7	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	2,207.01	 	 	 	 	 	 	 	98.82	 	 	 	 	 	 	 	 	 	 	 	 	 
	18,984.26

	 	 	1,374,251.80	 	 	3/9/2006
	 	3/12/2006
	 	 	4	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	1,278.81	 	 	 	 	 	 	 	57.26	 	 	 	 	 	 	 	 	 	 	 	 	 
	1,750.00

	 	 	1,376,001.80	 	 	3/13/2006
	 	3/20/2006
	 	 	8	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	2,560.88	 	 	 	 	 	 	 	114.67	 	 	 	 	 	 	 	 	 	 	 	 	 
	4,560.27

	 	 	1,380,562.07	 	 	3/21/2006
	 	3/21/2006
	 	 	1	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	321.16	 	 	 	 	 	 	 	14.38	 	 	 	 	 	 	 	 	 	 	 	 	 
	17,566.47

	 	 	1,398,128.54	 	 	3/22/2006
	 	3/28/2006
	 	 	7	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	2,276.80	 	 	 	 	 	 	 	101.95	 	 	 	 	 	 	 	 	 	 	 	 	 
	553,163.01

	 	 	1,951,291.55	 	 	3/29/2006
	 	3/29/2006
	 	 	1	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	453.94	 	 	 	 	 	 	 	20.33	 	 	 	 	 	 	 	 	 	 	 	 	 
	(597.66

	)	 	1,950,693.89	 	 	3/30/2006
	 	3/31/2006
	 	 	2	 	 	 	4.6250	%	 	 	3.750	%	 	 	8.3750	%	 	 	907.60	 	 	 	10,207.90	 	 	 	40.64	 	 	 	457.07	 	 	 	9,750.83	 	 	 	12,359.99	 






 









 








   Pink Shell

Profit & Loss

 Year to Date




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






 









 










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






 









 






Exhibit F



Payment Agent Letter




[Payment Agent Name]

[Payment Agent Address]




May ___, 2006




     Re: Payment of Merger Consideration



Ladies and Gentlemen:




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



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



	 
	Sincerely,

	 

	[Unitholder]









 




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




 









 










Schedule 1




Wire Transfer Instructions




Payee:                                                                                                     

Payee EIN:                                                                                                    

Payment Amount:$                                                                                




Wire Transfer Instructions: