exv10w30w3






Exhibit 10.30.3









	 	 	 
	Date:

	 	March 5, 2009
	 
	 	 
	To:

	 	Ashford Hospitality Limited Partnership (“Counterparty”)
	 
	 	 
	Attention:

	 	Swaps Administration
	 
	 	 
	From:

	 	UBS AG, London Branch (“UBS AG”)
	 
	 	 
	Subject:

	 	Flooridor Transaction
	 

	 	UBS AG Ref: 43374524






Dear Sirs:




The purpose of this communication is to confirm the terms and conditions of the Transaction entered
into between us on the Trade Date specified below. This Confirmation constitutes a “Confirmation”
as referred to in the Master Agreement or Agreement specified below.



The definitions contained in the 2006 ISDA Definitions as published by the International Swaps and
Derivatives Association, Inc. (“the Definitions”), are incorporated into this Confirmation. In the
event of any inconsistency between any of the definitions listed above and this Confirmation, this
Confirmation will govern.



You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992
ISDA Master Agreement (Multicurrency-Cross Border) form (the “ISDA Form Master Agreement”) but,
rather, an ISDA Form Master Agreement shall be deemed to have been executed by you and us on the
date we entered into the Transaction. In the event of any inconsistency between the provisions of
this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail
for purposes of the Transaction. Terms used and not otherwise defined herein, in the ISDA Form
Master Agreement. Each reference to a “Section” “of this Agreement” will be construed as a
reference to a Section of the ISDA Form Master Agreement.



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



	 	 	 
	General Terms
	 	 
	 
	 	 
	Trade Date:

	 	 03 March 2009
	 
	 	 
	Effective Date

	 	 14 December 2009
	 
	 	 
	Termination Date:

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

	 	USD 3,600,000,000.00






 









 






	 	 	 
	Additional Provisions
	 	 
	 
	 	 
	Seller of the Swap Transaction:

	 	 UBS AG
	 
	 	 
	Buyer of the Swap Transaction:

	 	Counterparty
	 
	 	 
	Calculation Agent:

	 	UBS AG; provided, however, that if an Event of Default occurs
with respect to UBS AG, then the Counterparty shall be entitled to
appoint a financial institution that could qualify as a Reference
Market-maker to act as Calculation Agent.
	 
	 	 
	Business Days:

	 	New York
	 
	 	 
	Broker:

	 	None
	 
	 	 
	Fixed Amounts
	 	 
	 
	 	 
	Fixed Rate Payer:

	 	Counterparty
	 
	 	 
	Fixed Amount:

	 	USD 8,450,000.00
	 
	 	 
	Fixed Rate Payer Payment Date:

	 	05 March 2009, subject to adjustment in accordance with the
Business Day Convention specified below.
	 
	 	 
	Business Day Convention:

	 	Modified Following
	 
	 	 
	Floating Amounts
	 	 
	 
	 	 
	Floor I
	 	 
	 
	 	 
	Seller of Floor I:

	 	UBS AG
	 
	 	 
	Buyer of Floor I:

	 	Counterparty
	 
	 	 
	Calculation Agent:

	 	UBS AG, unless otherwise stated in the Schedule to the Master
Agreement.
	 
	 	 
	Business Days:

	 	New York
	 
	 	 
	Broker:

	 	None
	 
	 	 
	Floor I Payment Details
	 	 
	 
	 	 
	Floating Rate Payer:

	 	UBS AG
	 
	 	 
	Floor Rate:

	 	1.25 percent per annum






 









 






	 	 	 
	Floor II
	 	 
	 
	 	 
	Seller of Floor II:

	 	Counterparty
	 
	 	 
	Buyer of Floor II:

	 	UBS AG
	 
	 	 
	Calculation Agent:

	 	UBS AG, unless otherwise stated in the Schedule to the Master
Agreement.
	 
	 	 
	Business Days:

	 	New York
	 
	 	 
	Broker:

	 	None
	 
	 	 
	Floor II Payment Details
	 	 
	 
	 	 
	Floating Rate Payer:

	 	Counterparty
	 
	 	 
	Floor Rate:

	 	0.75 percent per annum
	 
	 	 
	The following details refer to both Floor I and Floor II:
	 
	 	 
	Effective Date

	 	14 December 2009
	 
	 	 
	Termination Date:

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

	 	USD 3,600,000,000.00
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:

	 	One month
	 
	 	 
	Spread:

	 	None
	 
	 	 
	Floating Rate Day Count
Fraction:

	 	Actual/360
	 
	 	 
	Floating Rate Payer Period End
Dates:

	 	13 January, 13 February, 13
March, 13 April, 13 May, 13
June, 13 July, 13 August,
13 September, 13 October,
13 November, 13 December in
each year, from and
including 13 January 2010,
up to and including the
termination date, subject
to adjustment in accordance
with the Modified Following
Business Day Convention.
	 
	 	 
	Floating Rate Payer Payment
Dates:

	 	13 January, 13
February, 13 March,
13 April, 13 May,
13 June, 13 July,
13 August, 13
September, 13
October, 13
November, 13
December in each
year, from and
including 13
January 2010, up to
and including the
termination date,
subject to
adjustment in
accordance with the
Business Day
Convention
specified below.
	 
	 	 
	Reset Dates:

	 	First day of each Calculation Period.






 









 






	 	 	 
	Business Day Convention:

	 	Modified Following






Additional Provisions





	(i)	 	“Specified Entity” shall mean none for both UBS AG and the Counterparty
	 
	(ii)	 	“Specified Transaction” shall have the meaning specified in Section 14 of the Agreement
and shall also include any forward contracts, precious metals transactions, letters of credit
reimbursement obligations and indebtedness for borrowed money (whether or not evidenced by a
note or similar instrument) now existing or hereafter entered into between a party to this
Agreement and the other party to this Agreement.
	 
	(iii)	 	The “Cross Default” provisions of Section 5(a)(vi) of the Agreement will be
inapplicable to UBS AG and the Counterparty.
	 
	(iv)	 	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) of the Agreement will be
inapplicable to UBS AG and the Counterparty.
	 
	(v)	 	The “Automatic Early Termination” provision of Section 6(a) of the
Agreement will be inapplicable to UBS AG and the Counterparty.




	(vi)	 	The “Additional Termination Event” provision of Section 5(b)(v) of the Agreement will be
inapplicable to UBS AG and the Counterparty
	 
	(vii)	 	Severability. If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in
whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions
hereof shall continue in full force and effect as if this Agreement had been executed with the
invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to
express, without material change, the original intentions of the parties as to the subject matter
of this Agreement and the deletion of such portion of this Agreement will not substantially impair
the respective benefits or expectations of the parties; provided, however, that this severability
provision will not be applicable if any provision of Section 2, 5, 6 or 13 (or any definition or
provision in Section 14 to the extent it relates to, or is used in or in connection with, such
section) is held to be invalid or unenforceable, provided, further, that the parties agree to
first use reasonable efforts to amend the affected provisions of Section 2, 5, 6 or 13 (or any
definition or provision in Section 14 to the extent it relates to, or is used in or in connection
with, such section) so as to preserve the original intention of the parties..
	 
	 	 	The parties shall endeavor to engage in good faith negotiations to replace any invalid or
unenforceable term, provision, covenant or condition with a valid or enforceable term,
provision, covenant or condition, the economic effect of which comes as close as possible
to that of the invalid or unenforceable term, provision, covenant or condition.
	 
	(viii)	 	Consent to Recording. Each party hereto consents to the monitoring or recording, at any
time and from time to time, by the other party of any and all communications






 









 











	 	 	between officers or employees of the parties, waives any further notice of such monitoring or
recording, and agrees to notify its officers and employees of such monitoring or recording.
	 
	(ix)	 	Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL
	 
	 	 	RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT, ANY
CREDIT SUPPORT DOCUMENT TO WHICH IT IS A PARTY, OR ANY TRANSACTION. EACH PARTY ALSO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTERING
INTO THIS AGREEMENT.
	 
	(x)	 	No Default by Fixed Rate Payer. Notwithstanding anything in the Agreement to the contrary, if
Fixed Rate Payer has paid Floating Rate Payer the Fixed Amount when and where due, no Event of
Default or Termination Events shall apply to Fixed Rate Payer.
Upon payment of the Fixed Amount, Floating Rate Payer may not designate an Early
Termination Date with respect to Fixed Rate Payer.
	 
	(xi)	 	Governing Law. The parties to this Agreement hereby agree that the law of the State of
New York shall govern their rights and duties in whole without regard to the conflict of
law provisions thereof (other than New York General Obligations Law Sections 5-1401 and
5-1402).
	 
	(xii)	 	Set-Off will not apply.
	 
	(xv)	 	Multibranch Party. For the purpose of Section 10(c) of the Agreement:






	 	(i)	 	UBS AG is a Multibranch Party and may act through its branches in any of the following
territories or countries: England and Wales and the United States of America.
	 
	 	(ii)	 	Counterparty is not a Multibranch Party.






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






	 	(i)	 	Market Quotation will apply.
	 
	 	(ii)	 	The Second Method will apply.






	(xvii)	 	Transfer. (i) UBS AG and Counterparty agree that either party may transfer its rights and
obligations under this Confirmation in whole and in part and (ii) Section 7 of this Agreement is
hereby amended by: adding in the third line thereof after the word “party,” the words “which
consent will not be unreasonably withheld or delayed”; provided, however, as long as such transfer
does not bifurcate the Swap Transaction or otherwise give rise to credit costs.
	 
	(xviii)	 	Credit Support Document(s). NONE
	 
	(xix)	 	Credit Support Provider. Not Applicable for UBS AG or Counterparty.
	 
	(xx)	 	The purchased floor and sold floor (the “Flooridor Transaction”) form a single Swap
Transaction, with payments under this Flooridor Transaction to be netted on each Scheduled Payment
Date.






 









 










Payer Tax Representations




For the purposes of Section 3(e) of the ISDA Form Master Agreement, UBS AG and Counterparty will
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 the ISDA Form Master 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 the ISDA Form Master Agreement,
(ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the ISDA Form
Master 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, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other party does not deliver a form
or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal
or commercial position.



Payee Tax Representations




For the purpose of Section 3(f) of the Master Agreement, UBS AG makes the following
representations: it is a non-U.S. branch of a foreign person for U.S. federal income tax
purposes.




For the purpose of Section 3(f) of the Master Agreement, Counterparty makes the
following representations:




	 	 	it is a limited partnership organized under the laws of the State of
Delaware and is regarded as a ”United States person” as that term is defined in Internal Revenue
Code Section 7701(a)(30).





Agreement to Deliver Documents




For the purposes of Section 4(a)(i) and (ii) of the Master Agreement, the parties agree to
deliver the following documents as applicable.



 









 





	 	 	 	 	 
	Party required to	 	Form/Document/Certificate	 	Date by which to
	deliver document	 	 	 	be delivered
	UBS AG and
Counterparty

	 	Any form or document required
or reasonably requested to allow
the other party to make payments
without any deduction or
witholding for or on account of
any Tax, or with such deduction
or withholding at a reduced rate.
	 	Promptly upon
reasonable demand
by the other party.






	 	 	 	 	 	 	 
	Party required to	 	Form/Document/	 	Date by which to	 	Covered by Section 3(d)
	deliver document	 	Certificate	 	be delivered	 	Representation
	UBS AG and
Counterparty

	 	Any documents
required by the
receiving party to
evidence the authority
of the delivering party
for it to execute and
deliver this
Confirmation to which
it is a party, and to
evidence the authority
of the delivering party
to perform its
obligations under this
Confirmation
	 	Upon the execution
and delivery of this
Confirmation
	 	Yes
	 
	 	 	 	 	 	 
	UBS AG and
Counterparty

	 	A certificate of an
authorized officer of the
party, as to the
incumbency and
authority of the
respective officers of the
party signing this
Confirmation
	 	Upon the execution
and delivery of this
Confirmation
	 	Yes






 









 






	 	 	 	 	 	 	 
	Party required to	 	Form/Document/	 	Date by which to	 	Covered by Section 3(d)
	deliver document	 	Certificate	 	be delivered	 	Representation
	Counterparty

	 	True and correct copy of
the constitutive
documents of the
company (the
partnership agreement
or limited partnership
agreement and limited
partnership certificate,
as applicable, and any
other relevant
document), which have
been certified by an
officer or the relevant
public authority where
on file
	 	Upon the execution
and delivery of this
Confirmation
	 	Yes
	 
	 	 	 	 	 	 
	Counterparty

	 	Certificate of
incorporation or
formation, as applicable,
of the General Partner
	 	Upon the execution
and delivery of this
Confirmation
	 	Yes






Relationship Between Parties




Each party will be deemed to represent to the other party on the date on which it enters into this
Transaction that (in the absence of a written Agreement between the parties which expressly imposes
affirmative obligations to the contrary for this Transaction):



(a) Non-Reliance. UBS AG is acting for its own account, and has made its own independent decision
to enter into this Transaction. The Counterparty is acting on behalf of the Trust and has been
instructed to enter into this Transaction, and such Transaction is appropriate or proper for it
based upon its own judgement and upon advice from such advisers as it has deemed necessary. Each
party is not relying on any communication (written or oral) of the other party as investment advice
or as a recommendation to enter into this Transaction; it being understood that information and
explanation relating to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this 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 this Transaction.



 









 





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



(c) Status of the Parties. Neither party is acting as a fiduciary for nor as an adviser to the
other in respect of this Transaction.



(d) Eligible Contract Participant. Each party constitutes an “eligible contract participant” as
such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended.



References in this clause to “a party” shall, in the case of UBS AG and where the context so
allows, include references to any affiliate of UBS AG.



	 	 	 
	Account Details for UBS AG:
	 	 
	Currency:

	 	USD
	Correspondent Bank:

	 	UBS AG, STAMFORD BRANCH
	 
	 	 
	ABA No:

	 	026007993
	 
	 	 
	Favour:

	 	UBS AG LONDON BRANCH
	 
	 	 
	Account No:

	 	101-wa-140007-000






	 	 	 
	Payments to Counterparty:
	 	 
	Currency:

	 	USD
	Correspondent Bank:

	 	JP Morgan Chase Bank
	ABA No:

	 	021-000-021
	Account No.:

	 	088-06397111
	Account Name:

	 	Ashford Hospitality LP
	Ref:
	 	 






 









 





Offices





	(a)	 	The office of UBS AG for the Swap Transaction is London; and
	 
	 	 	The office of the Counterparty for the Swap Transaction is DALLAS, TX





Contact Names at UBS AG:




	 	 	 	 	 
	Pre Value Payments:

	 	Pre Value Payment Investigations:
	 	(44) 20 7568 2665
	Post Value Payments:

	 	Post Value Payment Investigations:
	 	(44) 20 7567 8999
	Confirmation Queries:

	 	Phillip Thompson
	 	Phone: (203) 719-8305
	 

	 	 	 	Fax: (203-719-3639
	ISDA Documentation:

	 	Credit Risk Management:
	 	(44) 20 7568 9645
	Swift:

	 	UBSWGB2L	 	 
	Fax:

	 	(44) 20 7567 2685/2990	 	 
	Address:

	 	UBS AG	 	 
	 

	 	100 Liverpool Street	 	 
	 

	 	London EC2M 2RH	 	 






 









 





Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement
by executing a copy of this Confirmation and returning it to us or by sending to us a letter or
facsimile substantially similar to this letter, which letter or facsimile sets forth the material
terms of the Transaction to which this Confirmation relates and indicates your agreement to those
terms or by sending to us a return letter or facsimile in the form attached.



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



Yours Faithfully

For and on Behalf of

UBS AG, London Branch




	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	
	 	 	 	
	Name :

	 	Jonathan McTernan
	 	Name :
	 	Esther Higgs
	Title:

	 	Director
	 	Title:
	 	Director






Agreed and Accepted as of the Trade Date

By: Ashford Hospitality Limited Partnership




	 	 	 
	By:

	 	By:
	 
	 	 
	Name :

	 	Name:
	Title :

	 	Title:






UBS AG London Branch, 1 Finsbury Avenue, London, EC2M 2PP




UBS AG is a member of the London Stock Exchange and is regulated in the UK by the Financial
Services Authority.



Representatives of UBS Limited introduce trades to UBS AG via UBS Limited.