exv10w30w5





Exhibit 10.30.5



			
	 	 	 
	SMBC CAPITAL MARKETS, INC.
	 	






Sumitomo Mitsui Banking Corporation Group




CONFIRMATION




	 	 	 
	Date:

	 	July 1, 2009
	 
	 	 
	To:

	 	Ashford Hospitality LP
	 

	 	14185 Dallas Parkway
	 

	 	Suite 1150
	 

	 	Dallas, TX 75254
	 

	 	United States
	 
	 	 
	 

	 	Attention: Doug Kessler
	 

	 	Phone: 972.778.9452
	 

	 	Fax:
	 
	 	 
	cc:

	 	Chatham Financial Corporation
	 

	 	Attention: Randy Medina
	 

	 	10901 West Toller Drive, #301
	 

	 	Littleton, CO 80127
	 

	 	United States
	 

	 	Phone: 720.221.3515
	 

	 	Fax: 720.221.3519
	 
	 	 
	From:

	 	SMBC Capital Markets, Inc.
	 

	 	277 Park Avenue, Fifth Floor
	 

	 	New York, New York 10172
	 
	 	 
	cc:

	 	Documentation Contact: Irina Bababekov
	 

	 	Tel: 212.224.5088
	 

	 	Fax: 212.224.4959
	 

	 	Email: confirms@smbc-cm.com







			
	Re:	 	USD 1,800,000,000.00 Rate Protection Transaction, dated as of July 1, 2009 between SMBC Capital
Markets,
Inc. (“Party A”) and Ashford Hospitality LP (“Party
B”).





Our Reference Number: A970618



The purpose of this letter agreement is to confirm the terms and conditions of the Interest Rate
Protection Transaction entered into between Party A and Party B on the Trade Date specified below
(the “Rate Protection Transaction”). This letter agreement constitutes a “Confirmation” as
referred to in the ISDA Form specified below. This document supersedes all previous confirmations
and amendments with respect to the above referenced transaction.




          The parties agree that Items 1, 3, and 4 of this Long-form Confirmation constitute a
“Confirmation” as referred to in the ISDA Form (defined below) and Item 2 of this Long-form
Confirmation constitutes a “Schedule” as referred to in the ISDA Form.




					
	 	 	 	 	 
	277 Park Avenue New York, NY 10172
	 	PHONE: 212-224-5063 FAX: 212-224-4958
	 	Email: schinest@smbc-cm.com






 









 






			
	 	 	 
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	 	A970618






          The parties further agree that the Confirmation set forth at Items 1, 3 and 4 hereof shall
supplement, form a part of, and be subject to an agreement in the form of the ISDA Master
Agreement (Multicurrency — Cross Border) as published and copyrighted in 1992 by the International
Swaps and Derivatives Association, Inc. (the “ISDA Form”), as if Party A and Party B had executed
an agreement in such form on the date hereof, with a Schedule as set forth in Item 2 of this
Long-form Confirmation. The Transaction described herein shall be the sole Transaction governed by
such ISDA Form.




          This Long-form Confirmation incorporates by reference the definitions and provisions
contained in the 2000 ISDA Definitions (the “2000 Definitions”) as published by the International
Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between this
Long-form Confirmation and the 2000 Definitions or the ISDA Form, this Long-form Confirmation will
govern. Any reference to a “Swap Transaction” in the 2000 Definitions is deemed to be a reference
to a “Transaction” for purposes of this Agreement, and any reference to a “Transaction” in this
Agreement is deemed to be a reference to a “Swap Transaction” for purposes of the 2000
Definitions.




          Each reference herein to a “Section” or to a “Section” “of this Agreement” will be construed
as a reference to a Section of the ISDA Form and each reference herein to a “Part” will be
construed as a reference to the Schedule to the ISDA Form.




Item 1. Terms of Rate Protection Transaction.




	 	 	 
	Party A:

	 	SMBC Capital Markets, Inc.
	 
	 	 
	Party B:

	 	Ashford Hospitality LP
	 
	 	 
	Trade Date:

	 	July 1, 2009
	 
	 	 
	Effective Date:

	 	December 14, 2009
	 
	 	 
	Termination Date:

	 	December 13, 2010 subject to
adjustment in accordance
with the Modified Following
Business Day Convention
	 
	 	 
	Notional Amount:

	 	USD 1,800,000,000.00
	 
	 	 
	Floating Amounts 1:
	 	 
	 
	 	 
	Floating Rate Payer:

	 	Party A
	 
	 	 
	Floating Rate Calculation Periods:

	 	The Floating Rate
Calculation Periods will be
from and including the
thirteenth (13th) of each
month to but excluding the
thirteenth (13th) of the
following month beginning
with the Effective Date and
continuing up to but
excluding the Termination
Date, subject to adjustment
in accordance with the
Modified Following Business
Day Convention.
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	The thirteenth (13th)
calendar day of each month
beginning with January 13,
2010 continuing up to and
including December 13, 2010,
subject to adjustment in
accordance with the Modified
Following Business Day
Convention
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:

	 	One Month






 









 






			
	 	 	 
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	 	A970618






	 	 	 
	Spread:

	 	Inapplicable
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Reset Dates:

	 	First (1st) day of each Floating Rate Calculation Period
	 
	 	 
	Compounding:

	 	Inapplicable
	 
	 	 
	Floor Rate:

	 	1.75000% (per cent) per annum
	 
	 	 
	Floating
Amounts 2:
	 	 
	 
	 	 
	Floating Rate Payer:

	 	Party B
	 
	 	 
	Floating Rate Calculation Periods:

	 	The Floating Rate Calculation Periods will be from and including the
thirteenth (13th) of each month to but excluding the thirteenth
(13th) of the following month beginning with the Effective Date and
continuing up to but excluding the Termination Date, subject to
adjustment in accordance with the Modified Following Business Day
Convention.
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	The thirteenth (13th) calendar day of each month beginning with
January 13, 2010 continuing up to and including December 13, 2010,
subject to adjustment in accordance with the Modified Following
Business Day Convention
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:

	 	One Month
	 
	 	 
	Spread:

	 	Inapplicable
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Reset Dates:

	 	First (1st) day of each Floating Rate Calculation Period
	 
	 	 
	Compounding:

	 	Inapplicable
	 
	 	 
	Floor Rate:

	 	1.25000% (per cent) per annum
	 
	 	 
	Business Days for Payments by both parties:

	 	New York
	 
	 	 
	Calculation Agent:

	 	SMBC Capital Markets, Inc.
	 
	 	 
	Fixed
Amounts:
	 	 
	 
	 	 
	Fixed Rate Payer:

	 	Party B
	 
	 	 
	Fixed Rate Payer Payment Date:

	 	July 3, 2009
	 
	 	 
	Fixed Amount:

	 	USD 7,094,000.00






 









 






			
	 	 	 
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	 	A970618






2. Additional Provisions.





	 	(a)	 	“Specified Entity” will not apply to Party A and will not apply to Party B.
	 
	 	(b)	 	Specified Transaction will have the meaning specified in Section 14 of the ISDA Form.
	 
	 	(c)	 	The “Cross Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to Party A
or Party B.
	 
	 	(d)	 	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) of the ISDA Form will not apply
to Party A or Party B.
	 
	 	(e)	 	The “Automatic Early Termination” provision of Section 6(a) of the ISDA Form will not apply to
Party A or Party B.
	 
	 	(f)	 	Payments on Early Termination. For the purpose of Section 6(e)
of the ISDA Form:

	 
	 	 	 	Market Quotation and the Second Method will
apply

	 
	 
	 	(g)	 	“Termination Currency” means U.S. Dollars.
	 
	 	(h)	 	“Additional Termination Event” will not apply to Party A and will
not apply to Party B.
	 
	 	(i)	 	Tax Representations:






	 	(a)	 	Payer Representation. For the purposes of Section 3(e)
of the ISDA Form:
	 
	 	 	 	Party A and Party B each makes the
following representation:






It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on: (i) the accuracy
of any representations made by the other party pursuant to Section 3(f) of this
Agreement; (ii) the satisfaction of the agreement of the other party contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of
any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
this Agreement; and (iii) the satisfaction of the agreement of the other party
contained in Section 4(d) of this Agreement.




	 	(b)	 	Payee Representation. For the purposes of Section 3(f)
of the ISDA Form:
	 
	 	 	 	Party A makes the following
representation:






It is a corporation organized under the laws of the State of Delaware with its
principal place of business in the State of New York and its Taxpayer
Identification Number is 13-3380138.




	 	 	 	Party B makes the following representation:






It is a limited partnership organized under the laws of the State of Delaware
with its principal place of business in the State of Texas and its Taxpayer
Identification Number is 86-1062192.




	 	(ii)	 	Other Payee Representations: None.




 









 











			
	 	 	 
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	 	A970618







	(j)	 	Agreement to Deliver Documents.






     For the purposes of Section 4(a)(i) and (ii) of the ISDA Form, each party agrees to deliver
the following documents, as applicable:




	 	(a)	 	Tax forms, documents or certificates to be delivered are: as requested.
	 
	 	(b)	 	Other documents to be delivered are:





	 	 	 	 	 	 	 
	Party Required to	 	 	 	Date By Which To	 	Covered
	Deliver Document	 	Form / Document / Certificate	 	Be Delivered	 	by 3(d)
	Party A & Party B

	 	Certificate of
signing authority
and specimen
signatures of each
individual executing
this Confirmation
	 	Upon execution of
and delivery of this
Confirmation
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	Certified copies of
all corporate
resolutions
authorizing the
execution of this
Confirmation
	 	Upon execution of
and delivery of this
Confirmation
	 	Yes
	 
	 	 	 	 	 	 
	Party A

	 	A duly executed
guaranty of the
Credit Support
Provider of Party A
	 	Upon execution of
and delivery of this
Confirmation
	 	Yes







	(k)	 	Addresses for Notices.




Address for notices or communications to Party A:



For the purpose of Section 12(a) of the ISDA Form:



SMBC Capital Markets, Inc.

277 Park Avenue, Fifth Floor

New York, New York 10172

USA

Attention: President





			
	Facsimile No.:	 	(212)224-4959

(212) 224-5111 (for payment and reset notices)




Telephone No.: (212) 224-5021



Address for notices or communications to Party B:



For all purposes:





			
	To:	 	Ashford Hospitality LP

14185 Dallas Parkway

Suite 1150

Dallas, TX 75254

United States

Attention: Doug Kessler 

Phone: 972.778.9452

Fax:






 











 





			
	 	 	 
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	 	A970618






	 	 	 
	cc:

	 	Chatham Financial Corporation
	 

	 	Attention: Randy Medina
	 

	 	10901 West Toller Drive, #301
	 

	 	 Littleton, CO 80127
	 

	 	United States 
	 

	 	Phone: 720.221.3515 
	 

	 	Fax: 720.221.3519







	(l)	 	Process Agent. For the purpose of Section 13(c)
of the ISDA Form:


Party A appoints as its Process
Agent: 


Not applicable


 Party B appoints as its
Process Agent:
	 
	 	 	Not applicable
	 
	(m)	 	Offices. The provisions of Section 10(a) of the ISDA Form will not apply to
this Confirmation.
	 
	(n)	 	Multibranch Party. For the purpose of Section 10(c) of
the ISDA Form:






Party A is not a Multibranch Party.




Party B is not a Multibranch Party.




	(o)	 	Credit Support Document. Details of any Credit Support Document:
	 
	 	 	With respect to Party A, Credit Support Document means: the Guaranty of the Credit Support
Provider of Party A 



With respect to Party B, Credit Support Document means: none.
	 
	(p)	 	Credit Support Provider.
	 
	 	 	With respect to Party A, Credit Support Provider means: Sumitomo Mitsui
Banking Corporation



 With respect to Party B, Credit Support Provider means:
none.
	 
	(q)	 	Governing Law. This Agreement will be governed by and construed in accordance with the laws
of the State of New York (without reference to choice of law doctrine).
	 
	(r)	 	Netting of Payments. Subparagraph (ii) of Section 2(c) of the ISDA Form will apply to this
Transaction in each case starting from the date of this Confirmation.
	 
	(s)	 	“Affiliate” will have the meaning specified in Section 14 of the ISDA Form, provided that
Party A shall have, or be deemed to have, no Affiliates for the purposes of this
Confirmation.
	 
	(t)	 	Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in respect of any suit, action, or proceeding
relating to this Confirmation or any Credit Support Document. Each party (1) certifies that no
representative, agent, or attorney of the other party or any Credit Support Provider has
represented, expressly or otherwise, that such other party would not, in the event of such a
suit, action or proceeding,






 









 





			
	 	 	 
	Page 7	 	A970618





	 	 	seek to enforce the foregoing waiver and (2) acknowledges that it and the other party have
been induced to enter into this Confirmation and provide for any Credit Support Document, as
applicable, by, among other things, the mutual waivers and certifications in this Section.
	 
	(u)	 	The parenthetical clause in Section 4(a)(iii) of the ISDA Form will not apply to either Party A
or Party B.
	 
	(v)	 	For the purpose of Section 6(e), Set-off will not apply.
	 
	(w)	 	Notification of Recording of Telephone Conversations. Each party hereby notifies the other
that telephone conversations between the parties will be recorded, and each party consents to
such recording and to such recording being produced in evidence in court proceedings.
	 
	(x)	 	Fully-paid Transactions.





     (i) The condition precedent in Section 2(a)(iii)(l) of the ISDA Form does not apply to a
payment and delivery owing by a party if the other party shall have satisfied in full all its
payment or delivery obligations under Section 2(a)(i) of the ISDA Form and shall at the
relevant time have no further payment or delivery obligations, whether absolute or contingent
under Section 2(a)(i) of the ISDA Form.



     (ii) Notwithstanding the terms of Section 5 and 6 of the ISDA Form if at any time and so
long as one of the parties to this Confirmation (“X”) shall have satisfied in full all its
payment and delivery obligations under Section 2(a)(i) of the ISDA Form and shall at the time
have no future payment or delivery obligations, whether absolute or contingent under such
Section, then unless the other party (“Y”) is required pursuant to appropriate proceedings to
return to X or otherwise returns to X upon demand of X any portion of any such payment or
delivery, (a) the occurrence of an event described in Section 5(a) of the ISDA Form with
respect to X any Credit Support Provider of X or any Specified Entity of X shall not
constitute an Event of Default or a Potential Event of Default with respect to X as the
Defaulting Party and (b) Y shall be entitled to designate an Early Termination Date pursuant
to Section 6 of the ISDA Form only as a result of the occurrence of a Termination Event set
forth in Section (5)(b)(i) of the ISDA Form with respect to Y as the Affected Party.



     (iii) This agreement (including, without limitation, the ISDA Form incorporated herein
for the purpose of governing only the Transaction evidenced by this Confirmation) shall govern
only the Transaction evidenced by this Confirmation.



	(y)	 	Additional Representations. Section 3(a) of the ISDA Form is hereby amended by the deletion
of “and” at the end of sub-clause (iv), the insertion of a semicolon in place at the end of
sub-clause (v) thereof and the addition of the following new subclauses:





(vi) Agency. It is entering into this Confirmation and the Transaction as principal and
not as agent of any person;



(vii) Non-Reliance. It is acting for its own account, and has made its own independent
decisions to enter into the Transaction and as to whether the Transaction is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as it has deemed
necessary. It is not relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into the Transaction; it being understood
that information and explanations related to the terms and conditions of a Transaction shall
not be considered investment advice or a recommendation to enter into the Transaction. No
communication (written or oral) received from the other party shall be deemed to be an
assurance or guarantee as to the expected results of the Transaction;


 








 





			
	 	 	 
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	 	A970618







(viii) Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and understands
and accepts, the terms, conditions and risks of the Transaction. It is also capable of
assuming, and assumes, the risks of the Transaction;




(ix) Status of Parties. The other party is not acting as a fiduciary for or an advisor to
it in respect of the Transaction; and




(x) Eligible Contract Participant. It is an “eligible contract participant” as defined in the
U.S. Commodity Exchange Act.




	(bb)	 	Collateral Assignment. Party A consents to a collateral assignment of this Confirmation
and the transaction evidenced thereby (if requested) and agrees to execute separate consents
as may be reasonably requested by the parties to such agreements.






	(cc)	 	Assignment. Party B can assign its position in the transaction (in whole or in part) to
any other third party with Party A’s consent, which will not unreasonably be withheld or
delayed.






	3.	 	Early Termination:






	 	 	Provided that no Event of Default, Potential Event of Default or Termination Event has
occurred, Party B may terminate this Transaction, in whole or in part, on any Business Day
(such day the “Optional Termination Date”) by providing at least two (2) Business Days’ prior
notice of its election to terminate this Transaction. In the event of such termination, Party
A and Party B shall attempt to agree on the amount owed in connection with such termination
using the then current swap rate as of the Optional Termination Date and no funding charges,
capital charge, or spread to LIBOR will apply. If Party A and Party B fail to reach agreement,
the amount due with respect to such termination shall be determined in accordance with Section
17.3 of the 2000 ISDA Definitions as if (a) the Cash Settlement Method is Cash Price, (b) the
Cash Settlement Payment Date is the Optional Termination Date, (c) the Quotation Rate is Mid,
and (d) Cash Settlement Reference Banks are to be agreed mutually by Party A and Party B.
Notwithstanding Section 17.3(a) of the 2000 ISDA Definitions, if fewer than three quotations
are provided, or three banks agreed to, then Party A and Party B will attempt to arrange for
an assignment of Party B’s rights and obligations under the Transaction to a mutually agreed
upon Reference Market-maker. If Party A and Party B cannot agree upon, or are not able to
effect, an assignment then the Cash Settlement Amount will be the average of the amounts
determined by each of the parties, determined in good faith and in a commercially reasonable
manner.






	4.	 	Payment Instructions.





Payments to Party A of USD amounts:




	 	 	 
	Depository:

	 	JPMorgan Chase Bank, N.A. New York Branch
	ABA Routing No.:

	 	021000021
	In Favor Of:

	 	SMBC Capital Markets, Inc.
	Account No.:

	 	544-7-77993







	 	 	Please contact Larry Weissblum of our Operations Group if you have any questions concerning SMBC
Capital Markets, Inc’s payment instructions referenced above (Telephone: 212-224-5061; Telefax:
212-224-5111).
	 
	 	 	Payments to Party B of USD amounts: PLEASE PROVIDE
	 
	5.	 	Counterparts. This Confirmation may be executed in any number of counterparts, each of which
shall constitute an original and all of which together shall constitute one and the same
agreement and may be executed by facsimile.






 









 





			
	 	 	 
	Page 9	 	A970618




Please confirm that the foregoing correctly sets forth the terms of the agreement between you and
us by executing this Confirmation and returning it to the
documentation contact above.


Yours Sincerely,


Party A:


By: SMBC Capital Markets, Inc.


	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Larry Weissblum
 	 
	 	 	Name:  	Larry Weissblum 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Danny Boodram
 	 
	 	 	Name:  	Danny Boodram 	 
	 	 	Title:  	Vice President 	 
	 



Party B:


By: Ashford Hospitality LP


	 	 	 	 	 
	 	 	 
	 	By:  	   /s/ David Brooks
 	 
	 	 	Name:  	David Brooks  	 
	 	 	Title:  	COO - Chief Operating Officer 	 
	 




 








 








AUTHORIZATION 


and 

INCUMBENCY CERTIFICATE

for

Ashford Hospitality LP



I hereby certify on this lst day of July 2009 that Ashford Hospitality LP is permitted
to enter into derivative transaction(s) including but not limited to interest rate swaps, caps
and floors (“transactions”) for the purposes of hedging.




	 	 	 	 	 
	Name:	 	Title:	 	Signature:
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 




IN WITNESS WHEREOF, the undersigned certifies that the person(s) signing above are authorized to
transact and bind Ashford Hospitality LP in hedging transaction(s). Each of the persons listed
above has been authorized to transact on behalf of Ashford Hospitality LP and is duly elected to
and now holds the office set forth opposite his or her name and the signature of each person set
forth opposite his or her respective name is a true and genuine signature. I have hereunto signed
my name as of this 1st day of July 2009.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Secretary (or other authorized individual; title must be provided in such case)* 

* This individual cannot be included on the list above.