ANY AGREEMENT of B.R. Guest Parent Holdings, LLC (this "Agreement") is made and entered into and is effective as of December 2008, by and among (i) SPH Enterprises, Inc. (f/k/a B.R. Guest, Inc.), a New York corporation ("ERG Member"), (ii) Stephen P. Hanson, an individual residing in New York, New York ("Hanson Memb

tion 5.2(d). "Contribution Agreement" shall mean that certain Contribution Agreement, dated as of November 29, 2006, among Starwood, Hanson Member, SPH Enterprises, Inc. (Mk B.R. Guest, Inc.), B.R. Guest Trademark Company, Inc., PH 2000, Inc. and BRG Holdings Sub, as the same may be amended, restated or supplemented

d SPH FAMILY HOLDINGS SUB, LLC, a Delaware limited liability company (as successor-in-interest to SPH Family Holdings LLC, successor-in-interest to SPH Enterprises, Inc. (Okla B.R. Guest, Inc.), "BRG Member"). WITNESSETH: WHEREAS, B.R. GUEST PARENT HOLDINGS, LLC, a Delaware limited liability company (the "Company"