exv10w30w4






Exhibit 10.30.4




FACSIMILE




	 	 	 
	DATE:

	 	August 21, 2009
	 
	 	 
	TO:

	 	Ashford Hospitality LP
	 

	 	Phone #: 972-778-9452
	 

	 	Fax #:                                         
	 

	 	Attn: Doug Kessler
	 
	 	 
	CC:

	 	Chatham Financial Corporation
	 

	 	Phone #: 720-221-3515
	 

	 	Fax #: 720-221-3519
	 
	 	 
	FROM:

	 	The Bank of New York Mellon
	 

	 	Derivative Products Support Department
	 

	 	32 Old Slip, 16th Floor
	 

	 	New York, New York 10286
	 
	 	 
	 

	 	Contacts for Documentation/Confirmations:
	 
	 	 
	 

	 	Attn: Swap Confirmation Dept.
	 

	 	Phone#: 212-804-5163 / 212-804-5103
	 

	 	Fax #: 212-804-5818 / 212-804-5837
	 

	 	Group Email: irdsuppdocs@bnymellon.com
	 
	 	 
	 

	 	Contacts for Settlements and Rate Resets:
	 
	 	 
	 

	 	Attn: Settlements Dept.
	 

	 	Phone #: 412-234-0805 / 412-236-7737
	 

	 	Fax #: 412-209-2020
	 

	 	Group Email: Derivatives_admin@bnymellon.com
	 
	 	 
	RE:

	 	Transaction Reference Number: 48473
	 
	 	 
	Remarks:
	 	 





Enclosed is the copy of the Confirmation for the captioned Transaction. Please review the
Confirmation, have it executed by an authorized signatory, and return via facsimile followed by an
original by mail along with an original
copy of the incumbency certificate verifying the true signatures and authority of the person or
persons signing this Confirmation to: The Bank of New York Mellon, Derivative Products Support
Department, 32 Old Slip, 16th floor, New York, NY 10286, Attn: Kenny Au-Yeung / Eugene
Chun.



Confidentiality Note: The information in this facsimile message and any attachments herein (“fax”)
may contain confidential or proprietary information for use by the addressee only. If the reader of
this message is not the intended recipient, you are notified that retention, dissemination,
distribution or copying of this fax is strictly prohibited. If you receive this fax in error,
please notify us immediately by telephone and return it to the sender above. Thank you.





 









 












THE BANK OF NEW YORK MELLON



CONFIRMATION




	 	 	 
	DATE:

	 	July 1, 2009
	 
	 	 
	TO:

	 	Ashford Hospitality LP (“Party B”)
	 

	 	Phone #: 972-778-9452
	 

	 	Fax #:
	 

	 	Attn: Doug Kessler
	 
	 	 
	FROM:

	 	The Bank of New York Mellon (“Party A”)
	 

	 	Derivative Products Support Department
	 

	 	32 Old Slip, 16th Floor
	 

	 	New York, New York 10286
	 

	 	Attn: Swap Confirmation Dept.
	 

	 	Phone #: 212-804-5163/5161/5103
	 

	 	Fax #: 212-804-5818/5837
	 

	 	Email: irdsuppdocs@bnymellon.com
	 
	 	 
	RE:

	 	Transaction Reference Number: 48473





The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Swap
Transaction entered into between The Bank of New York Mellon (“Party A”) and Ashford Hospitality LP
(“Party B”) on the Trade Date specified below.



The definitions and provisions contained in the 2000 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In
the event of any inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern. In case you are located in a state of the European Union other than
the United Kingdom, The Bank of New York Mellon (International) Limited, an indirect subsidiary of
Party A, has acted as arranger for the Transaction.



This Confirmation evidences a complete and binding agreement between you and us to the terms of
the Swap Transaction set forth below and replaces any previous agreement between us with respect
to the subject matter hereof. This Confirmation constitutes a “Confirmation” and also constitutes
a “Schedule” as referred to in the ISDA Master Agreement (as defined below). This Confirmation
supplements, forms a part of and is subject to an agreement in the form of the 1992 ISDA Master
Agreement (Multicurrency-Cross Border) (the “ISDA Master Agreement”) as if we had executed an
agreement in such form, subject to the terms of a Schedule as set forth in Paragraph 2 hereof. In
the event of any inconsistency among any of the following documents, the document listed first
shall govern: (i) this Confirmation, exclusive of the provisions set forth in Paragraph 2 hereof;
(ii) the provisions set forth in Paragraph 2 hereof; (iii) the Definitions; and (iv) the ISDA
Master Agreement.



The term “Section” as used herein will mean a Section of the ISDA Master Agreement; “Part” will
mean a Part of the Schedule to the ISDA Master Agreement as set forth in Paragraph 2 herein, which
is deemed to constitute a Schedule to the ISDA Master Agreement; and “Paragraph” will mean a
Paragraph of this Confirmation.




1









 







1. The terms of the particular Swap Transaction to which this Confirmation relates are as
follows:




	 	 	 
	Notional Amount:

	 	USD 1,800,000,000
	 
	 	 
	Trade Date:

	 	July 1, 2009
	 
	 	 
	Effective Date:

	 	December 13, 2010
	 
	 	 
	Termination Date:

	 	December 13, 2011, subject to adjustment
in accordance with the Modified Following
Business Day Convention.
	 
	 	 
	FIXED AMOUNTS
	 	 
	 
	 	 
	Fixed Amount Payer:

	 	Party B
	 
	 	 
	Fixed Amount:

	 	USD 15,245,000
	 
	 	 
	Fixed Amount Payer Payment Date:

	 	July 3, 2009, subject to adjustment in
accordance with the Modified Following
Business Day Convention.
	 
	 	 
	PARTY A FLOATING AMOUNTS
	 	 
	 
	 	 
	Floating Rate Payer:

	 	Party A
	 
	 	 
	Floor Rate:

	 	2.75%
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	The 13th day of each month,
beginning on January 13, 2011 and ending
on the Termination Date, subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:

	 	One month
	 
	 	 
	Spread:

	 	None
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Reset Dates:

	 	The first day of each Calculation Period
	 
	 	 
	Compounding:

	 	Inapplicable
	 
	 	 
	PARTY B FLOATING AMOUNTS
	 	 
	 
	 	 
	Floating Rate Payer:

	 	Party B






2









 






	 	 	 
	Floor Rate:

	 	0.50%
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	The 13th day of each month,
beginning on January 13, 2011 and ending on
the Termination Date, subject to adjustment
in accordance with the Modified Following
Business Day Convention.
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:

	 	One month
	 
	 	 
	Spread:

	 	None
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Reset Dates:

	 	The first day of each Calculation Period
	 
	 	 
	Compounding:

	 	Inapplicable
	 
	 	 
	ADDITIONAL
TERMS
	 	 
	 
	 	 
	Business Days:

	 	New York
	 
	 	 
	Calculation Agent:

	 	Party A
	 
	 	 
	Optional 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
shall serve as the Calculation Agent and
shall determine the amount owed in
connection with such termination using the
swap rate applicable on the Optional
Termination Date disregarding any funding
charges, capital charge or spread to LIBOR.
If Party B objects to such determination,
the amount due shall be determined pursuant
to Section 17.3 of the 2000 ISDA
Definitions electing (a) Cash Price as the
Cash Settlement Method, (b) the date two
Business Days following the Optional
Termination Date as the Cash Settlement
Payment Date, and (c) Mid as the Quotation
Rate. Cash Settlement Reference Banks shall
be agreed mutually by Party A and Party B,
provided, however, notwithstanding Section
17.3(a)






3









 






	 	 	 
	 

	 	of the 2000 ISDA Definitions, if fewer than three quotations are provided,
the Cash Settlement Amount will be the average of the amounts determined
by each of the parties in good faith and in a commercially reasonable
manner.





2. Terms deemed incorporated into a Schedule to the ISDA Master Agreement.




Part 1. Termination Provisions.



(a) “Specified Entity” means none in relation to Party A and Party B.



(b) “Specified Transaction” will have the meaning specified in Section 14 of this Agreement.



(c) The “Cross Default” provisions of Section 5(a)(vi) will not apply to Party A and will not apply
to Party B.



(d) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Party A and
will not apply to Party B.



(e) The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A and will
not apply to Party B.



(f) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:




          (i) Market Quotation will apply.




          (ii) Second Method will apply.



(g) “Termination Currency” means United States dollars.



(h) Additional Termination Event will not apply.




Part 2. Tax Representations.



(a) Payer Representations. For the purpose of Section 3(e) of this Agreement:—





Party A and Party B each make 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




4











 






	 	 	the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of
the agreement 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, except’ that it
will not be a breach of this representation where reliance is placed on clause (ii) above
and the other party does not deliver a form or document under Section 4(a)(iii) by reason
of material prejudice to its legal or commercial position.
	 
	(b)	 	Payee Representations. For the purpose of Section 3(f) of this Agreement—
	 
	 	 	Party A and Party B each make the following representation:—
	 
	 	 	It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United
States Treasury Regulations) for United States federal income tax purposes.





Part 3. Agreement to Deliver Documents.




Other documents to be delivered are:




	 	 	 	 	 	 	 
	Party required to	 	 	 	Date by which to be	 	Covered by 

Section 3(d)
	deliver	 	Form/ Document/ Certificate	 	delivered	 	 Representation
	 
	 	 	 	 	 	 
	Party A

	 	Certified copies of (i)
resolutions adopted by its
Board of Directors or its
by-laws authorizing the
person or persons signing
this Agreement to so sign,
(ii) an incumbency
certificate certifying the
names, true signatures and
authority of the person or
persons signing this
Agreement; and (iii) other
necessary approvals and
authorizations with
respect to the execution,
delivery and performance
of this Agreement, if any.
	 	Upon execution and
delivery this
Agreement and if
required by a
Confirmation on or
before the date set
forth therein.
	 	Yes
	 
	 	 	 	 	 	 
	Party B

	 	Certified copies of an
incumbency certificate of
Party B certifying the
names, true signatures and
authority
	 	Upon execution and
delivery this
Agreement and if
required by a
	 	Yes






5









 






	 	 	 	 	 	 	 
	Party required to	 	 	 	Date by which to be	 	Covered by 

Section 3(d)
	deliver	 	Form/ Document/ Certificate	 	delivered	 	 Representation
	 

	 	of the person or
persons signing this
Agreement.
	 	Confirmation on or
before the date set
forth therein.	 	 
	 
	 	 	 	 	 	 
	Party B

	 	A correct, complete
and executed copy of
U.S. Internal Revenue
Service Form W-9 (or
any successor
thereto), including
appropriate
attachments, that
eliminates U.S.
federal backup
withholding tax on
payments under this
Agreement.
	 	(A) Upon first
scheduled Payment
Date; (B) promptly
upon reasonable
demand by Party A;
and (C) promptly upon
learning that any
Form W-9 previously
provided by Party B
to Party A has become
obsolete or
incorrect.
	 	Yes






Part 4. Miscellaneous.





	(a)	 	Addresses for Notices. For the purpose of Section 12(a) of this Agreement:
	 
	 	 	Address for notices or communications to Party A:





The Bank of New York Mellon

Global Risk Management Services

Global Markets Division

32 Old Slip -15th Floor

New York, New York 10286

Attention: Stephen M. Lawler, Managing Director

Fax No.: (212) 495-1015

Telephone No.: (212) 804-2137


And provided, that any notice sent to
Party A under Sections 5, 6, or 13(b) of the Agreement shall be given to:



The Bank of New York Mellon

Legal Department

One Wall Street-10th Floor

New York, NY 10286

Attention: General Counsel




	 	 	Address for notices or communications to Party B:





Ashford Hospitality LP

14185 Dallas Parkway

Suite 1150

Dallas, TX 75254

Attention: Doug Kessler








6









 











Telephone No.: 972-778-9452



With copies to:



Chatham Financial Corporation

10901 West Toller Drive, #301

Littleton, CO 80127

Attention: Randy Medina

Telephone No: 720-221-3515

Fax No: 720-221-3519




	(b)	 	Process Agent. For the purpose of Section 13(c) of this Agreement:
	 
	 	 	Party A appoints as its Process Agent — not applicable.
	 
	 	 	Party B appoints as its Process Agent — not applicable.
	 
	(c)	 	Offices. The provisions of Section 10(a) will apply to this Agreement.
	 
	(d)	 	Multibranch Party. For the purpose of Section 10(c) of this Agreement:




Party A is not
a Multibranch Party.
	 
	 	 	Party B is not a Multibranch Party.
	 
	(e)	 	Calculation Agent. The Calculation Agent is Party A.
	 
	(f)	 	Credit Support Document. Details of any Credit Support Document:
	 
	 	 	Party A’s obligations hereunder are supported by the following Credit Support Documents: none.
	 
	 	 	Party B’s obligations hereunder are supported by the following Credit Support Documents: none.
	 
	(g)	 	Credit Support Provider.
	 
	 	 	Credit Support Provider means in relation to Party A: none.
	 
	 	 	Credit Support Provider means in relation to Party B: none.
	 
	(h)	 	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 that would result in the
application of the laws of another jurisdiction.
	 
	(i)	 	Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement will apply.
	 
	(j)	 	“Affiliate” will have the meaning specified in Section 14 of this Agreement.









7









 









	(k)	 	Additional Representations. In addition to the representations in Section 3 of this Agreement:






(i) each party will be deemed to represent to the other party on the date on which it enters
into a Transaction that (absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):




(1) Non-Reliance. It is acting for its own account, and it has made its own independent
decisions to enter into that Transaction and as to whether that Transaction is appropriate
or proper for it based upon its own judgment and upon advice from such advisers 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 that 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
that 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 that Transaction.




(2) 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 that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.




(3) Status of Parties. The other party is not acting as a fiduciary for or an adviser to
it in respect of that Transaction.




(ii) Commodity Exchange Act. each party represents and warrants that (A) it is an “eligible
contract participant” within the meaning of Section 1a(12) of the Commodity Exchange Act, as
amended; (B) this Agreement and each Transaction is subject to individual negotiation by such
party; and (C) neither this Agreement nor any Transaction will be executed or traded on a
“trading facility” within the meaning of Section 1a(33) of the Commodity Exchange Act, as
amended.




(iii) Pension Plans, etc. each party represents and warrants that it is neither:




(1) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974 which is subject to Part 4 of Subtitle B of Title I of such
Act;




(2) a “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended; nor




(3) an entity the assets of which are deemed to be assets of any such “employee benefit
plan” or “plan” by reason of the U.S. Department of Labor’s plan asset regulation, 29
C.F.R. Part 2510.3-101.








8









 












The parties agree that each representation contained in this Part 4(k) shall be deemed to be
made on the date this Transaction is entered into, provided that the representation in (iii)
above shall be deemed made at all times.



(I) Recording. Each party (i) consents to the recording of the telephone conversations of its
trading, operations and marketing personnel in connection with this Agreement or any potential
Transaction; (ii) agrees to obtain any necessary consent of, and give notice of such recording to,
such personnel and (iii) agrees that any such recordings may be submitted in evidence in any
proceedings relating to this Agreement.




Part 5. Other Provisions,




(a) Waiver of Jury Trial. Each party hereby waives the right to trial by jury in any action or
proceeding instituted with respect to this Agreement or the transactions contemplated hereby.




(b) Correction of Confirmations. Section 9(e)(ii) of the Agreement is hereby supplemented by the
addition of the following text at the end thereof: “If Party B does not promptly confirm the
accuracy of a Confirmation sent by Party A within three Local Business Days of the date it is sent
(or such shorter time as may be appropriate given the maturity of the Transaction), such failure
will be deemed a confirmation of accuracy of such Confirmation by Party B in the absence of
manifest error. In any event, no failure to enter into, exchange or send a Confirmation shall
invalidate any Transaction under this Agreement.”




(c) Set-off. For the purposes of the last sentence of Section 6(e) of the Master Agreement, set-off
will not apply.




(d) 1989 Cap addendum Para. 4. Notwithstanding the terms of Sections 5 and 6, if Party B has
satisfied its payment obligations under Section 2(a)(i), and shall, at the time, have no future
payment or delivery obligation, whether absolute or contingent, then unless Party A is required
pursuant to appropriate proceedings to return to Party B or otherwise returns to Party B upon
demand of Party B any portion of such payment, (a) the occurrence of an event described in Section
5(a) with respect to Party B shall not constitute an Event of Default or Potential Event of Default
with respect to Party B as the Defaulting Party and (b) Party A shall be entitled to designate an
Early Termination Date pursuant to Section 6 only as a result of a Termination Event set forth in
either Section 5(b)(i) or Section 5(b)(ii) with respect to Party A as the Affected Party or Section
5(b)(iii) with respect to Party A as the Burdened Party.




(e) Transfer. Each party agrees that with regard to the transfer provisions set forth in Section 7,
consent to any such transfer shall not be unreasonably withheld. Notwithstanding the foregoing, a
party shall not be required to consent to any transfer if the transfer would subject the
non-transferring party to an increased tax burden; or if the transfer would violate in the good
faith judgment of the non-transferring party any law or regulation applicable to the
non-transferring party.








9









 








3. Payment Instructions:




	 	 	 
	When remitting funds to us, please pay:
	 	The Bank of New York Mellon
	 
	 	Derivative Products Support Department
	 
	 	ABA #: 021000018
	 
	 	Account #: 890-0068-175
	 
	 	Reference: Interest Rate Swaps
	 
	 	 
	We will pay you at:
	 	 
	 
	 	 
	Bank Information:
	 	JP Morgan Chase Bank
	 
	 	2200 Ross Ave
	 
	 	Dallas, TX 75265-5415
	 
	 	 
	 
	 	ABA: 021-000-021
	 
	 	 
	Account Information:
	 	Ashford Hospitality LP
	 
	 	14185 Dallas Pkwy, Suite 1100
	 
	 	Dallas, TX 75254
	 
	 	 
	 
	 	Account: 088-06397111
	 
	 	 
	Additional Notes:
	 	Contact Shannon Jones
	 
	 	(972) 778-9485










10









 








Please confirm that the foregoing correctly sets forth the terms of our agreement by having an
authorized signatory execute the copy of this Confirmation and returning it via facsimile followed
by an original by mail along with an original copy of the incumbency certificate to: The Bank of
New York Mellon, Derivative Products Support Department, 32 Old Slip 16th Floor, New York, New York
10286, Attn: Kenny Au-Yeung / Eugene Chun.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON

 	 
	 	By:  	/s/ ANDREW SCHWARTZ
 	 
	 	 	Name:  	ANDREW SCHWARTZ 	 
	 	 	Title:  	Vice President 	 
	 



Accepted and confirmed as

of the date first written:




ASHFORD HOSPITALITY LP




	 	 	 	 	 
	 	 
	By:  	/s/ David Brooks
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




11