exv10w30w1






Exhibit 10.30.1




			
	 
	
	 	Execution Copy






CONFIRMATION




	 	 	 
	Date:

	 	December 8, 2008
	 
	 	 
	To:

	 	Ashford Hospitality LP (“Party B”)
	 

	 	14185 Dallas Parkway
	 

	 	Suite 1150
	 

	 	Dallas, TX 75254
	 

	 	Telephone: 972-778-9451
	 

	 	Fax: 972-490-9605
	 
	 	 
	From:

	 	Bank of America, N.A. (“Party A”)
	 

	 	233 South Wacker Drive — Suite 2800
	 

	 	Chicago, Illinois 60606
	Department:

	 	Swaps Operations
	Telephone:

	 	(+1) 312 234 2732
	Fax:

	 	(+1) 866 255 1444
	 
	 	 
	Re:

	 	Interest Rate Flooridor Transaction
	Our Reference Number:

	 	52557550/52557564






Dear Sir/Madam,



The purpose of this letter is to confirm the terms and conditions of the interest rate floor
transaction entered into between Party A and Party B (each a “Party” and together the “Parties”) on
the Trade Date specified below (the “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 the Transaction to which this Confirmation relates shall be governed by an
ISDA Master Agreement, in the pre-printed form of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border) published by ISDA (the “ISDA Form”), and that such ISDA Form, as
amended, supplemented or modified by this Confirmation, is incorporated by reference herein and
deemed to have been entered into by the Parties on or prior to the Trade Date for the purpose of
governing only the Transaction evidenced by this Confirmation. Copies of the ISDA Form are
available upon request.



This Confirmation incorporates by reference the definitions and provisions contained in the 2006
ISDA Definitions (the “Definitions”) as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). Such definitions and provisions are incorporated by reference herein.
In the event of any inconsistency between this Confirmation and the Definitions or the ISDA Form,
this Confirmation will govern.




 









 








I. General Terms of Rate Protection Transaction:



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




	 	 	 
	Notional Amount:

	 	USD 900,000,000
	 
	 	 
	Trade Date:

	 	December 1, 2008
	 
	 	 
	Effective Date:

	 	December 15, 2008
	 
	 	 
	Termination Date:

	 	December 14, 2009, subject to adjustment in accordance with the
Modified Following Business Day Convention.






Party A Floating Amounts:




	 	 	 
	Floating Rate Payer:

	 	Party A
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	Thirteenth (13th) calendar day of each month commencing January 13, 2009
continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business
Day Convention.
	 
	 	 
	Floating Rate Payer Period End Dates:

	 	The Thirteenth (13th) day of each month, commencing on the Effective Date
and ending on the Termination Date, subject to adjustment in accordance with the Modified Following Business
Day Convention.
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA (No Interpolation)
	 
	 	 
	Designated Maturity:

	 	1 Month
	 
	 	 
	Spread:

	 	None
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Reset Dates:

	 	Thirteenth (13th) calendar day of each month, subject to adjustment in accordance with the
Modified Following Business Day Convention.
	 
	 	 
	Compounding:

	 	Inapplicable
	 
	 	 
	Floor Rate:

	 	1.25% (per cent) per annum






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Party B Floating Amounts:




	 	 	 
	Floating Rate Payer:

	 	Party B
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	Thirteenth (13th) calendar day of each month commencing January 13, 2009
continuing until the Termination Date, subject to adjustment in accordance with the Modified Following Business
Day Convention.
	 
	 	 
	Floating Rate Payer Period End Dates:

	 	Thirteenth (13th) calendar day of each month, commencing on the Effective
Date 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:

	 	1 Month (No Interpolation)
	 
	 	 
	Spread:

	 	None
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Reset Dates:

	 	Thirteenth (13th) calendar day of each month, subject to adjustment in accordance with the
Modified Following Business Day Convention.
	 
	 	 
	Compounding:

	 	Inapplicable
	 
	 	 
	Floor Rate:

	 	0.75% (per cent) per annum
	 
	 	 
	Fixed Amounts:
	 	 
	 
	 	 
	Fixed Rate Payer:

	 	Party B
	 
	 	 
	Fixed Rate Payer Payment Dates:

	 	Two (2) Business Day following the Trade Date
	 
	 	 
	Fixed Amount:

	 	USD 1,500,000
	 
	 	 
	Business Days:

	 	New York
	 
	 	 
	Calculation Agent:

	 	Party A






II. Additional Provisions:





(a) “Specified Entity” will not apply to Party A and will not apply to Party B for purposes
of 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(iv).




(b) The “Cross Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to
Party A or Party B.



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(c) The “Default under Specified Transaction” provisions of Section 5(a)(v) 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) [Reserved.]




(f) The “Automatic Early Termination” provision of Section 6(a) of the ISDA Form will not
apply to Party A or Party B.




(g) Payments on Early Termination. For the purpose of Section 6(e) of the ISDA Form:




(i) Market Quotation will apply; and




(ii) Second Method will apply.




(h) “Termination Currency” means U.S. Dollars.




(i) “Additional Termination Event” will not apply.




(j) Tax Representations:




	 	(i)	 	Payer Tax Representations. For the purpose of Section 3(e) of the
ISDA Form, 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 the ISDA Form) to be made by it to
the other party under
this Confirmation. 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, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or
4(a)(iii) of the ISDA Form, and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the ISDA
Form, and (iii) the satisfaction of the agreement of the other party contained in
Section 4(d) of the ISDA Form; 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) by reason of material
prejudice to its legal or commercial position.
	 
	 	(ii)	 	Payee Tax Representations. For the purpose of Section 3(f) of the ISDA Form,
(i) Party A represents that it is a national banking association organized under the
laws of the United States, it is the beneficial owner of all payments made to it
under this Confirmation and its United States federal taxpayer identification number
is 94-1687665, and (ii) Party B represents that it is a limited partnership
organized under the laws of the State of Delaware, it is treated as a partnership
for United States federal income tax purposes, it is the beneficial owner of all
payments made to it under this Confirmation, it is a U.S. Person (as such term is
used in the United States Treasury Regulations Section 1.441-4(a)(3)(ii)), and its
federal taxpayer identification number is as identified in Annex A.




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(k) Agreement to Deliver Documents.




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




	 	(i)	 	Tax forms, documents or certificates to be delivered are:
	 
	 	 	 	Party B agrees to complete, execute, and deliver to Party A a valid United States
Internal Revenue Service Form W-9, or any successor to such form, and any required
attachments thereto (i) upon execution and delivery of this Confirmation, (ii)
promptly upon reasonable demand by Party A, and (iii) promptly upon learning that
any such form(s) previously provided by Party B has become obsolete or is incorrect.
	 
	 	(ii)	 	Other documents to be delivered are:





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

	 	Incumbency Certificate or
other documents
evidencing the authority
of the persons executing
this Confirmation.
	 	On the Closing Date
	 	Yes
	 
	 	 	 	 	 	 
	Party A and Party B

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





(l) Addresses for Notices:



Address for notices or communications to Party A:



Bank of America, N.A.

Sears Tower

233 South Wacker Drive, Suite 2800

Chicago, IL 60606

Attention: Swap Operations

Telephone No.: 312-234-2732

Facsimile No.: 866-255-1444



With a copy to:



Bank of America, N.A.

One Bryant Park, NY1-100-05-01

New York, New York 10036

Attention: Client Integration Documentation Group

Facsimile: 212-548-8622




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Address for notices or communications to Party B:



Ashford Hospitality LP

Attention: Doug Kessler

14185 Dallas Parkway

Suite 1150

Dallas, Texas 75254

Telephone: 972.778.9451

Fax: 972.490.9605



With a copy to:



Chatham Financial Corporation

Attention: Mike Cornelius

10901 West Toller Drive, #301

Littleton, Colorado 80127

Telephone: 720-249-2097

Fax: 720-221-3519





(m) Account Details.




As advised under separate cover with reference to this Confirmation, each party shall
provide appropriate payment instructions to the other party in writing and such instructions
shall be deemed to be incorporated into this Confirmation.




(n) Process Agent.




Party A appoints as its Process Agent:               Not Applicable.




Party B appoints as its Process Agent:               Not Applicable.




(o) Multibranch Party. For the purpose of Section 10(c) of the ISDA Form:




	 	(i)	 	Party A is a Multibranch Party and may act through the following
Offices: Charlotte, North Carolina; Chicago, Illinois; San Francisco, California;
New York, New York; Boston, Massachusetts; or such other Office as may be agreed to
by the Parties.
	 
	 	(ii)	 	Party B is not a Multibranch Party.






(p) “Credit Support Document” means for:


Party A: Not Applicable



Party B: Not Applicable.





(q) Credit Support Provider. In relation to Party A, not applicable and in relation to
Party B, not applicable.




(r) Governing Law. This Confirmation and any and all controversies arising out of or in
relation to this Confirmation will be governed by and construed in accordance with the laws
of the State of New York (without reference to its conflict of laws doctrine).



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(s) Waiver of Right to Trial by Jury. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO
TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
TRANSACTION.




(t) USA PATRIOT Act Notice. Party A hereby notifies Party B that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies Party B, which information includes the name and address of Party B and other
information that will allow Party A to identify Party B in accordance with the Act.




(u) Netting of Payments. Subparagraph (ii) of Section 2(c) of the ISDA Form will apply.




(v) Right of Set-off. For the purposes of Section 6(e), Set-off and counterclaim will
not apply.




(w) “Affiliate” will have the meaning specified in Section 14 of the ISDA Form, provided
that Party A and Party B shall have, or be deemed to have, no Affiliates for the purposes of
this Confirmation.




(x) Consent to Recording. The Parties agree that each party may electronically record all
telephonic conversations between marketing and trading personnel in connection with this
Confirmation. Each party agrees to obtain any necessary consent of, and give any necessary
notice of such recording to its relevant personnel.




(y) Fully-paid Transactions.




	 	(i)	 	The condition precedent in Section 2(a)(iii)(l) 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 this
Confirmation and shall at the relevant time have no further payment or delivery
obligations, whether absolute or contingent under Section 2(a)(i).
	 
	 	(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
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 as set forth in Section 5(b)(i) of the ISDA
Form with respect to Y as the Affected Party.
	 
	 	(iii)	 	This Confirmation shall govern only this Transaction which is an
interest rate floordior in respect of which (a) Party B is the purchaser and (b)
Party B pays the relevant premium amount in full (an “Upfront Premium”) at the
inception of this Transaction, and has no further payment or delivery obligations
under Section 2(a)(i) whether absolute or contingent, subsequent to the payment of
such Upfront Premium.






(z) Expenses. Party B shall not be liable for and shall be precluded from payment of any
out-of-pocket expenses required under Section 11 of the ISDA Form and incurred by Party A
related to the enforcement and protection of Party A’s rights under this Confirmation.



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(aa) No Petition. Party A covenants that it will not institute against or cause any other
person to institute against or join any other person in instituting against Party B any
reorganization, arrangement, insolvency or liquidation proceedings or other proceedings
under any federal or state bankruptcy, dissolution, or similar law, for 365 days after the
outstanding rated securities related to the Transaction that this Confirmation governs have
been paid in full.




(bb) [Reserved.]




(cc) No Reliance. Each party represents to the other party that: (1) it is acting for its
own account and has made its own independent decisions to enter into this Transaction and as
to whether this Transaction is appropriate or proper for it based on its own
judgment and upon advice from such advisors as it has deemed necessary; (2) it 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
explanations related to the terms and conditions of this Transaction shall not be considered
investment advice or a recommendation to enter into this Transaction; (3) 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; and (4) it is capable of
evaluating and understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this Transaction; and (5) it
is capable of assuming, and assumes, the financial and other risks of this Transaction.




(dd) ERISA. Party B hereby represents that it is not (i) an employee benefit plan (as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”)), subject to Title I of ERISA; a plan (as defined in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended (the “Code”)), subject to Section 4975 of the
Code; or a plan subject to any other federal, state, local or non-U.S. statute, regulation,
procedure or restriction that is materially similar to Section 406 of ERISA or Section 4975
of the Code (any such employee benefit or other plan, a “Plan”); or (ii) a person acting on
behalf of or deemed to hold assets of any Plan. Party B will provide notice to Party A in
the event that it becomes aware that it is in breach of any aspect of this representation or
that, with the passing of time, giving of notice or expiry of any applicable grace period,
it will breach this representation.




(ee) Account Details and Settlement Information.


Payments to Party A:

Bank of America, N.A., New York

ABA Number: 026-0095-93, for the account of

Bank of America, N.A., Charlotte

Account Number: 6550-219386

Attention: Derivatives Department

Swift Code: BOFAUS6SGDS



Payments to Party B:

JP Morgan Chase Bank

Dallas, Texas

ABA Number: 021000021, for the account of

Ashford Hospitality LP

Account Number: 8806397111

Bank Contact: Dee Taylor (214) 965-3939

Company Contact: Paul Franklin (972) 778-9233




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[NEXT PAGE IS SIGNATURE PAGE.]



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Please confirm that the foregoing correctly sets forth the terms and conditions
of our agreement by returning via telecopier an executed copy of this
Confirmation in its entirety to the attention of Global FX and Derivative
Operations (fax no.(+1) 866 255 1444).




     Accepted and confirmed as of the date first written:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	 	 	ASHFORD HOSPITALITY LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 	 	 






BofA Trade Ref Number: 52557550/52557564





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