EFTA01077895

BRUCE S. KAPLAN 
EDWARD A. FRIEDMAN 
GARY D. FRIEDMAN 
Sant 
A. AOELMAN 
ERIC SEILER 
ROBERT O. KAPLAN 
ANDREW W. GOLDWATER 
ROBERT J. LACK 
GREGO S. LERNER 
RICHARD M. ROFFMAN 
SCOTT N.  
ERIC CORNGOLD 
HAL NEIER 
PHILIPPE ADLER 
LANCE J. GOTKO 
KATHERINE L. PRINGLE 
MERYL S. ROSENBLATT 
DANIEL B. RAPPORT 
DAVID I. TANENBAUM 
HALLIE B. LEVIN 
ANNE E. BEAUMONT 
MARY E. MULLIGAN 
EMILY A. STUBBS 
KENT K. ANKER 
AMY C. BROWN 
RICARDO SOLANO JR. 
JOHN N. ORSINI 
 
 WANG 
JEFFREY C. FOURMAUX 
JASON C. RUSINSTEIN 
MICHAEL A. GORDON 
BY FEDEX 
FRIEDMAN KAPLAN SEILER & ADELMAN LLP 
7 TIMES SOUARE 
NORMAN ALPERT 
ASAF REINDEL 
NEW YORK. NY 10036-6516 
COUNIICL 
TELEPHONE 
FACSIMILE 
WWW.FKLAW.COM 
B.R. Guest Parent Holdings, LLC 
clo Starwood Capital Group Global, L.L.C. 
ATTN: Jeffrey Dishner 
591 West Putnam Avenue 
Greenwich, CT 06830 
Re: Stephen P. Hanson 
Gentlemen: 
November 1, 2013 
ROBERT S. LARDY 
STEVEN C. FRANKEL 
L. REID SKISELL 
OANICL R. ORCENSCRO 
TIMOTHY M. HAGGERTY 
CHRISTOPHER M. COLORADO 
CHRISTOPHER L. MCCALL 
YITZCHAK C. SOLOVEICINK 
•CARLINt M. HONG 
ERIC J. FINK CCCCC IN 
JENNIFER A. MUSICS 
EMILY L. CHANG 
ANDREW M. CHOLANOCR 
CHARLES E. ENLOE 
ALEXANDER D. LEVI 
ELIZABETH S. LOSE', 
SARAH F. FOLLY 
JAMUNA D.  
RAINA L. NORTICK 
MICHAEL S. PALMIERI 
TANVIR VAHORA 
NORA BOJAR 
ANDREW C. KOSTIC 
We represent Stephen P. Hanson. We write in response to B.R. Guest 
Parent Holdings, LLC's ("BRG" or the "Company") letter to Mr. Hanson of October 30, 
2013 (the "Termination Notice"), in which BRG purported to terminate Mr. Hanson's 
employment for Cause under section 7 of the Employment Agreement, and based on that 
decision, further (i) advised Mr. Hanson that he would not be permitted further access to 
the Company's offices or other property, (ii) instructed him to comply with all post-
employment restrictive covenants and other restrictions set forth in the Employment 
Agreement and LLC Agreement, and (iii) stated that all BRG Representatives were 
automatically removed from their positions. Capitalized terms used herein but not 
defined shall have the meaning given to such terms in the Termination Notice, the 
Employment Agreement, or the LLC Agreement. 
Although BRG claims to recite the findings of a "recent audit of the 
Company's financial books and records" in justifying its assertion that Mr. Hanson 
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B.R. Guest Parent Holdings, LLC 
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November I, 2013 
engaged in acts that satisfy the Employment Agreement's definition of "Cause," the 
Company's decision to terminate Mr. Hanson for Cause, as well as the related decisions 
set forth in the Termination Notice, lacks any legal or factual merit, and represents a clear 
breach of the Employment Agreement. As reflected by Justice Sherwood's decision 
yesterday, in SOF U.S. Restaurant Co-Invest Holdings, L.L.C. ["Starwood"] v. Stephen P. 
Hanson, Index. No. 160004/2013 (Sup. Ct. N.Y. County), to deny Starwood's application 
for a temporary restraining order, Starwood and the Company have not shown, and are 
unlikely to show, that Mr. Hanson committed any acts that satisfy subparts (A), (B), or 
(D) of the "Cause" definition. 
We further note that, even supposing (i) Mr. Hanson did engage in the 
course of conduct depicted in the Termination Notice (he did not), and (ii) BRG provided 
timely notice of the "particular acts . . . that constitute the grounds on which the proposed 
termination for Cause is based" (it did not), section 7(b) of the Employment Agreement 
expressly provides Mr. Hanson 30 days in which to "cure such conduct, to the extent 
such cure is possible." All of the acts BRG cites as the basis for its Cause determination 
concern allegedly inappropriate disbursements or expenditures, and can be readily cured 
by Mr. Hanson's reimbursing the Company for the amounts in question. The Company's 
decision to terminate Mr. Hanson's employment for Cause, without providing him an 
opportunity to cure, breached the plain terms of the Employment Agreement. 
Further, because Starwood lacks any authority under the LLC Agreement 
to terminate Mr. Hanson without Cause, the Termination Notice is a legal nullity. We 
therefore demand that (i) the Company withdraw its Termination Notice with prejudice 
and immediately reinstate Mr. Hanson as Chief Executive Officer and President, and 
(ii) Starwood withdraw its Notice of BRG Trigger Event, dated October 30, 2013, with 
prejudice and reinstate the BRG Representatives to the Management Committee. 
In addition, although Mr. Hanson vigorously disputes the Company's 
accusations, he is ready, willing, and able to cure the misconduct alleged in the 
Termination Notice. Accordingly, we request that you promptly provide us with an 
itemized list detailing all disbursements and expenditures that BRG believes Mr. Hanson 
to have made in breach of section 7 or any other provisions of the Employment 
Agreement, along with appropriate wire transfer instructions. 
Mr. Hanson reserves all of his rights and remedies with respect to the 
matters addressed herein and all other matters, including, without limitation, his rights 
and remedies under the Employment Agreement and the LLC Agreement. 
Sincerely, 
Jeffrey R. Wang 
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B.R. Guest Parent Holdings, LLC 
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November I, 2013 
cc: 
Ellis Rinaldi, Esq. (by FedEx and e-mail) 
Scott Berger, Esq. (by FedEx and e-mail) 
Andrew L. Sommer, Esq. (by FedEx and e-mail) 
Reed S. Oslan, Esq. (by FedEx and e-mail) 
Howard M. Muchnick, Esq. (by FedEx and e-mail) 
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EFTA01077897