exv10w30w2






Exhibit 10.30.2




	 	 	 
	

	 	CREDIT SUISSE INTERNATIONAL
	 
	 	 
	 

	 	One Cabot Square           Telephone 020 7888 8888
	 

	 	London E14 4QJ                www.credit-suisse.com






04 February 2009




Ashford Hospitality Limited Partnership

14185 Dallas Parkway Suite 1100

Dallas, Texas. 75254




External ID: 53578033



Dear Sirs,



The purpose of this letter agreement (this “Confirmation”) is to confirm the terms & conditions of
the Transactions entered into between us on the Trade Date specified below (the “Transaction”).
This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.



In this Confirmation “CSIN” means Credit Suisse International and “Counterparty” means Ashford
Hospitality Limited Partnership



This Confirmation amends and supersedes in its entirety all Confirmations dated prior to the date
hereof in respect of this Transaction.





	1.	 	The definitions and provisions contained in the 2006 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. Reference herein to a “Transaction”
shall be deemed to be references to a “Swap Transaction” for the purposes of the 2006 ISDA
Definitions.
	 
	 	 	This Confirmation evidences a complete binding agreement between the parties as to the
terms of the Transaction to which this Confirmation relates. In addition, the parties shall
use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the
form of a 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “1992 Agreement”),
with such modifications as the parties will in good faith agree. Until such time as the
parties execute a 1992 Agreement, the parties agree that this Confirmation, any
Confirmation(s) entered into prior to the execution of this
Confirmation(s) and any future
Confirmation(s) entered into between the parties thereafter shall supplement, form part of,
and be subject to, an agreement in the form of the 1992 Agreement as if the parties had
executed an agreement in such form (but without any Schedule except for the elections noted
below) on the Trade Date of the earliest such Transaction (such agreement, the “Form Master
Agreement”). In the event of any inconsistency between the provisions of the Form Master
Agreement and this Confirmation, this Confirmation will prevail for the purpose of this
Transaction.





			
	 	 	 
	External ID: 53578033
	 	Registered Office as above

Registered with unlimited liability in England under No. 2500199

Authorised and regulated by The Financial Services Authority

VAT No: GB 447 0737 41



















 











The Agreement and each Confirmation thereunder will be governed by and construed in
accordance with the laws of the State of New York without reference to choice of law
doctrine and each party hereby submits to the Courts of the State of New York




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





	 	 	 
	Transaction Type:
	 	Rate Corridor Transaction
	 
	 	 
	Notional Amount:
	 	USD 900,000,000
	 
	 	 
	Trade Date:
	 	02 December 2008
	 
	 	 
	Effective Date:
	 	15 December 2008
	 
	 	 
	Termination Date:
	 	14 December 2009, subject to adjustment in accordance with the Modified Following Business Day Convention
	 
	 	 
	Fixed Amounts:
	 	 
	 
	 	 
	Fixed Amount Payer:
	 	Counterparty
	 
	 	 
	Fixed Amount Payer Payment Date:
	 	04 December 2008, subject to
adjustment in accordance with the Following Business Day Convention
	 
	 	 
	Fixed Amounts:
	 	USD 1,480,000
	 
	 	 
	Floating Amounts:
	 	 
	 
	 	 
	(i) Floating Amount Payer:
	 	CSIN
	 
	 	 
	Floating
Amount Payer Payment Date:
	 	The 13th of each month, commencing on 13 January 2009 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention
	 
	 	 
	Floor Rate:
	 	1.25%
	 
	 	 
	Floating Rate Option:
	 	USD-LIBOR-BBA






			
	 	 	 
	External ID: 53578033
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	Designated Maturity:
	 	1 month
	 
	 	 
	Spread:
	 	None
	 
	 	 
	Floating Rate Day Count Fraction:
	 	Actual/360
	 
	 	 
	Reset Dates:
	 	The first day of each Calculation Period
	 
	 	 
	Compounding:
	 	Inapplicable
	 
	 	 
	(ii) Floating Amount Payer:
	 	Counterparty
	 
	 	 
	Floating
Amount Payer Payment Date:
	 	The 13th of each month, commencing on 13 January 2009 and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention
	 
	 	 
	Floor Rate:
	 	0.75%
	 
	 	 
	Floating Rate Option:
	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:
	 	1 month
	 
	 	 
	Spread:
	 	None
	 
	 	 
	Floating Rate Day Count Fraction:
	 	Actual/360
	 
	 	 
	Reset Dates:
	 	The first day of each Calculation Period
	 
	 	 
	Compounding:
	 	Inapplicable
	 
	 	 
	Business Days:
	 	New York
	 
	 	 
	Calculation Agent:
	 	CSIN






			
	 	 	 
	External ID: 53578033
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	3.	 	Master Agreement Provisions:
	 
	 	 	The following terms will apply to this Transaction as if such
terms were in the Schedule to
the Form Master Agreement referenced in the second paragraph of Section 1 of this
Confirmation. Any reference to the “Agreement” shall be deemed a reference to such Form
Master Agreement supplemented by the following terms.






(a) Specified Entity:




“Specified Entity” means in relation to CSIN, for the purpose of Section
5(a)(v): Affiliates. For the purpose of Section 5(a)(vi), Section 5(a)(vii) and Section
5(b)(iv): Not Applicable.




“Specified Entity” means in relation to Counterparty, for the purpose of Section 5(a)(v),
Section 5(a)(vi), Section 5(a)(Vii) and Section 5(b)(iv): Not Applicable.




(b) Cross Default:




The “Cross Default” provision (section 5(a)(vi) as amended below will apply to CSIN and
Counterparty:




Instead of the definition in Section 14 of the Form Master Agreement, “Specified
Indebtedness” shall mean any obligation (whether present or future, contingent or
otherwise, as principal or surety or otherwise) (a) in respect of borrowed money, and/or
(b) in respect of any Specified Transaction (except that, for
this purpose only, the words
“and any other entity” shall be substituted for the words “and the other party to this
Agreement (or any Credit Support Provider of such other party or any applicable Specified
Entity of such other party)” where they appear in the definition of Specifies
Transaction).




“Threshold Amount” means, with respect to CSIN, the lesser of 3% of the shareholders’
equity of CSIN, as shown in the most recent audited financial
statements of CSIN, or USD
25,000,000 (including the United States Dollar equivalent of obligations stated in any
other currency or currency unit), and with respect to Counterparty, the Threshold Amount
USD 10,000,000 (including the United States Dollar equivalent of obligations stated in
any other currency or currency unit).




(c) Credit Event Upon Merger:




The
“Credit Event Upon Merger” provision (Section 5(b)(iv) will not apply to CSIN and
Counterparty.



			
	 	 	 
	External ID: 53578033
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(d) Automatic Early Termination:




The “Automatic Early Termination” provision of Section 6(a) will not apply to CSIN or counterparty.




(e) Fully
Paid Transactions:




The condition precedent in Section 2(a)(iii)(1) does not apply to a payment and delivery owing by a
party if the other party shall have satisfies in full all its payment obligations under Section
2(a)(i) of this Agreement and shall at the relevant time have no future payment or delivery
obligations, whether absolute or contingent, under Section 2(a)(i). Notwithstanding the foregoing,
at any time when a Set-off would be available to CSIN or an Affiliate under Section 3(f) of this
Agreement or otherwise upon termination of this Agreement, then this provision shall not be
applicable.




(f) Set-off




Without
affecting the provisions of this Confirmation requiring the calculation of certain net
payment amounts, all payments under this Confirmation will be made without set-off or counterclaim;
provided, however, that upon the designation of any Early Termination Date, in addition to and not
in limitation of any other right or remedy (including any right to set-off, counterclaim, or
otherwise withhold payment) under applicable law:




the Non-defaulting Party or the party that is not the Affected Party (in either case, “X”) may,
without prior notice to any person, set off any sum or obligation (whether or not arising under
this Confirmation, whether matured or unmatured and irrespective of the currency, place of payment
or booking office of the sum or obligation) owed by the Defaulting Party or Affected Party (in
either case, “Y”) to X or to any Affiliate of X, against any sum or obligation (whether or not
arising under this Confirmation, whether matured or unmatured and irrespective of the currency,
place of payment or booking office of the sum or obligation) owned by X or any Affiliate of X to Y,
and, for this purpose, may convert one currency to another. If any sum or obligation is
unascertained, X may in good faith estimate that sum or obligation and set off in respect of that
estimate, subject to X or Y, as the case may be, accounting to the other party when such sum or
obligation is ascertained .




(g) Relationship Between Parties:




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):




	 	(i)	 	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





			
	 
	External ID: 53578033
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and upon advice from such advisers as it as 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.




	 	(ii)	 	Assessment and Understanding: It is capable of assessing the merits of and
understanding (on its own behalf or though 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.
	 
	 	(iii)	 	Status of Parties: The other party is not acting as a fiduciary for or an
adviser to it in respect of that Transaction.
	 
	 	(iv)	 	No Agency: It is entering into this Agreement, including each Transaction, as
principal and not as agent of any person or entity.






	4.	 	Account Details:





	 	 	 
	Payments to CSIN:

	 	As advised separately in writing
	Payments to Counterparty:

	 	As advised separately in writing





Credit Suisse International is authorized and regulated by the Financial Services Authority and has
entered into this transaction as principal. The time at which the above transaction was executed
will be notified to Counterparty on request.




			
	External ID: 53578033
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Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and
returning this Confirmation.




	 	 	 	 	 
	 	Yours faithfully,





Credit Suisse International

 	 
	 	By:  	/s/ Stuart Mangan
 	 
	 	 	Name:  	Stuart Mangan 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	Confirmed as of the date written above:




Ashford Hospitality Limited Partnership

 	 	 
	By:  	ASHFORD OP GENERAL PARTNER LLC, GEN. PTR.
 	 	 
	 	 	 	 
	By:  	/s/ David A. Brooks
 	 	 
	 	Name:  	DAVID A. BROOKS 	 	 
	 	Title:  	UP 	 	 
	 



Our Reference Number: External ID: 53578033 / Risk ID: 449072081




Registered Office as above

Registered with unlimited liability to England under No. 2500199

Authorised and Regulated by the Financial Services Authority

VAT No: GB 447 0737 41








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