exv10w30w7





Exhibit 10.30.7





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AMENDED AND RESTATED
 SWAP
TRANSACTION CONFIRMATION




	 	 	 

	 
	To:

	 	Ashford Hospitality Limited Partnership (“Counterparty”)
	Attention:

	 	Randy Medina
	Telephone:

	 	972-778-9452
	Email:

	 	rmedina@chathamfinancial.com
	 
	 	 
	From:

	 	Wells Fargo Bank, N.A. (“Wells Fargo”)
	Telephone:

	 	(704) 383-4599
	Fax:

	 	(704) 383-9139
	Email:

	 	inboundconfirms@wellsfargo.com
	 
	 	 
	Ref. No:

	 	7614901
	 
	 	 
	Date:

	 	November 04, 2010






Dear Randy Medina:



Reference is made to that certain Confirmation dated October 19, 2010 between the Counterparty and
Wells Fargo regarding a Transaction with a Wells Fargo reference number of 7614901, a Trade Date
of October 19, 2010, an Effective Date of October 13, 2010 and a Termination Date of March 13,
2013 (“Prior Confirmation”). This Confirmation amends and restates the Prior Confirmation.



This confirms the terms of the Transaction described below between Counterparty and Wells Fargo.
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. Fixed Amounts and Floating Amounts for each applicable Payment Date
hereunder will be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and
Floating Amount are due for the same Payment Date hereunder, then those amounts shall not be
payable and instead the Fixed Rate Payer shall pay the positive difference, if any, between the
Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive
difference, if any, between the Floating Amount and the Fixed Amount.



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




	 	 	 

	Transaction Type:
	 	Interest Rate Swap
	Currency for Payments:
	 	U.S. Dollars
	Notional Amount:
	 	USD 1,475,000,000.00
	Term:
	 	 
	Trade Date:
	 	October 19, 2010
	Effective Date:
	 	October 13, 2010






Wells Fargo: 7614901





 









 








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	Termination Date:
	 	March 13, 2013, subject to adjustment in accordance with the Modified 

Following Business Day Convention.
	Fixed Amounts:
	 	 
	 
	 	 
	Fixed Rate Payer:
	 	Counterparty
	Payment Dates:
	 	Monthly on the 13th of each month commencing November 15, 2010, 

through and including the Termination Date
	Business Day Convention:
	 	Modified Following
	Business Day:
	 	New York
	Fixed Rate:
	 	4.084%
	Fixed Rate Day Count Fraction:
	 	Actual/360
	 
	 	 
	Floating Amounts:
	 	 
	 
	 	 
	Floating Rate Payer:
	 	Wells Fargo
	Payment Dates:
	 	Monthly on the 13th of each month commencing November 15, 2010,

 through and including the Termination Date
	Business Day Convention:
	 	Modified Following
	Business Day:
	 	New York
	Floating Rate for initial
	 	Determined two London Banking Days prior to the Effective Date
	Calculation Period:
	 	 
	Floating Rate Option:
	 	USD-LIBOR-BBA
	Designated Maturity:
	 	1 Month
	Spread:
	 	Plus   2.638%
	Floating Rate Day Count
	 	Actual/360
	Fraction:
	 	 
	Floating Rate determined:
	 	Two London Banking Days prior to each Reset Date.
	Reset Dates:
	 	The first day of each Calculation Period.
	Compounding:
	 	Inapplicable
	Rounding convention:
	 	5 decimal places per the ISDA Definitions.
	2. The additional provisions of this Confirmation are as follows:



	 
	Calculation Agent:

	 	Wells Fargo
	Payment Instructions:

	 	Wells Fargo Bank, NA (San Francisco)
	 

	 	CIB Group, ABA 121000248
	 

	 	Ref: Derivative Desk (Trade No: 7614901)
	 

	 	Account #: 01014890064228
	Wells Fargo Contacts:

	 	Settlement and/or Rate Resets:
	 

	 	1-800-249-3865
	 

	 	1-704-383-8429
	 
	 	 
	 

	 	Documentation:
	 

	 	Tel:   (704)383-4599
	 

	 	Fax:   (704)383-9139
	 
	 	 
	 

	 	Collateral:
	 

	 	Tel:   (704)427-5785






Wells Fargo: 7614901






 









 





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	 	Fax:   (704) 427-5480
	 

	 	Email:   collateral.mgmt@wachovia.com
	 
	 	 
	 

	 	Please quote transaction reference number.
	Payments to Counterparty:

	 	Per your standing payment instructions or debit authorization
	 

	 	if provided to Wells Fargo, as relevant. If not provided, please
	 

	 	contact us in order for payment to be made.
	 
	 	 
	 

	 	Phone: 1-800-249-3865 Fax: 1-704-383-8429






Additional Terms



Together with this Transaction, Wells Fargo and Counterparty have entered into the following
Transaction (the “Offsetting Transaction”) with the Trade Date of March 12, 2008: an Interest Rate
Swap Transaction under a Swap Transaction Confirmation dated March 13, 2008, Wells Fargo ref. no.
2414448. Notwithstanding any other provision of the ISDA Master Agreement to the contrary, if any
Separation Event occurs, then an Additional Termination Event shall be deemed to occur under the
ISDA Master Agreement with respect to this Transaction as an Affected Transaction and for such
purpose the Counterparty shall be deemed the Affected Party.



“Separation Event” means (i) any transfer of any Offsetting Transaction occurs by consent of Wells
Fargo or Counterparty as required under the ISDA Master without the simultaneous transfer of this
Transaction pursuant to such consent, (ii) any early termination of any Offsetting Transaction by
mutual agreement of Wells Fargo and Counterparty without the simultaneous early termination of this
Transaction, or (iii) any Offsetting Transaction becomes a Terminated Transaction under and as
defined in the ISDA Master Agreement without this Transaction simultaneously becoming a Terminated
Transaction thereunder.




Fixed Rate Adjustment



At Counterparty’s request, the early termination value of another Transaction terminated by mutual
agreement of the parties has been rolled over into this Transaction as reflected in an adjustment
to the Fixed Rate of this Transaction. Termination of the other Transaction is evidenced by a
Confirmation dated November 04, 2010 between Wells Fargo and Counterparty (Wells Fargo reference
number 2420215).




Documentation



This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement
between Wells Fargo and Counterparty dated as of March 12, 2008, as amended and supplemented
from time to time (the “ISDA Master Agreement”). All provisions contained or incorporated by
reference in the ISDA Master Agreement will govern this Confirmation except as expressly
modified herein.




Wells Fargo: 7614901








 









 






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Please confirm that the foregoing correctly sets forth the terms of our agreement by
executing a copy of this 

Confirmation and returning it to us.




	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 	 	Wells Fargo Bank, N.A.	 	 
	 

	 		 
	 

	 	By:	 	

 
	 	 
	 

	 	Name:

Tracey Bissell
	 	 
	 

	 	Title:


Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Ref. No. 7614901	 	 






Accepted and Confirmed as of date first

written above:

Ashford Hospitality Limited Partnership




	 	 	 	 	 

	By:

	 	Ashford OP General Partner LLC	 	 
	 
	 	 	 	 
	By:







	
	 	 
	Name:
 David Brooks
	 	 
	Title:

       Vice President
	 	 






Wells Fargo: 7614901