exv10w30w9






Exhibit 10.30.9



Direction des Opérations

Back Office Dérivés



Objet  :  Derivatives Confirmation





 









 













Credit Agricole Corporate and Investment Bank

BACK OFFICE SWAPS




1301 AVENUE OF THE AMERICAS

NY 10019-6022 NEW YORK

UNITED STATES OF AMERICA



ASHFORD HOSPITALITY LP

M DERIC EUBANKS

14185 DALLAS PARKWAY

SUITE 1100

75254 DALLAS

UNITED STATE




For clarification, in this confirmation, the entity “Ashford Hospitality IP” is
equivalent to the entity 
“Ashford Hospitality Limited partnership”




NEWYORK, Nov 19, 2010




	 	 	 	 	 	 	 

	 
	Re

	 	 	:	 	 	Confirmation Agreement
	 
	 	 	 	 	 	 
	Our reference

	 	 	:	 	 	3903758NY / D00027OBAR
	 
	 	 	 	 	 	 
	To

	 	 	:	 	 	ASHFORD HOSPITALITY LP DALLAS
	 
	 	 	 	 	 	 
	Attn

	 	 	:	 	 	M DERIC EUBANKS





Dear Sirs,



We are pleased to enclose one execution copy of the above referenced Confirmation
Agreement signed on behalf of Credit Agricole Corporate and Investment Bank.



Assuming that you are in accordance with these documents, we would be grateful if you could arrange
to have each copy signed by the appropriate authorized officers and return one copy to the
following address:




CA-CIB New York Branch

c/o CA-CIB France

BACK OFFICE PRODUITS DERIVES

9 QUAI DU PRESIDENT PAUL DOUMER

92920 PARIS LA DEFENSE CEDEX

FRANCE



We look forward to receiving signed documents but in the meantime should you have any
questions please do not hesitate to call us on 

33 1 41894717 / 33 1 41896882.



Thank you very much for your cooperation, we look forward to hearing from you in the future.



Best regards,



BACK OFFICE SWAPS



Credit Agricole Corporate and Investment Bank, NEW YORK




3903758NY / D00027OBAR




Page 1 / 6









 










 





INTEREST RATE SWAP TRANSACTION





This confirmation cancels and supersedes the previous confirmation under the same
reference



 




Dear Sirs,



The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and
conditions of the Transaction entered into between us on the Trade Date specified below
(the “Transaction”).



1.  This Confirmation supplements, forms part of and is subject to, the ISDA Master Agreement dated
as of Jun 25, 2008 as amended and supplemented from time to time (the “Agreement”), between Credit
Agricole Corporate and Investment Bank (“Party A”) and ASHFORD HOSPITALITY LP (“Party B”). All
provisions contained in the Agreement govern this Confirmation except as expressly modified below.



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



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




	 	 	 	 	 

	Our reference

	 	:
	 	3903758NY / D00027OBAR
	 
	 	 	 	 
	Trade Date

	 	:
	 	Oct 14, 2010
	 
	 	 	 	 
	Effective Date

	 	:
	 	Oct 13, 2010
	 
	 	 	 	 
	Termination Date

	 	:
	 	Mar 13, 2013, subject to adjustment in accordance with the Modified Following Business Day Convention
	 
	 	 	 	 
	Notional Amount

	 	:
	 	USD 325,000,000.00






3.  Floating Amounts




	 	 	 	 	 

	Floating Rate Payer

	 	:
	 	Credit Agricole Corporate and Investment Bank, NEW YORK
	 
	 	 	 	 
	Floating Rate Payer Payment Dates

	 	:
	 	Monthly on the 13th commencing Nov 15, 2010 and ending with the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention
	 
	 	 	 	 
	Floating Amount

	 	:
	 	The Floating Rate Option with the Designated Maturity plus Spread.

The Floating Rate Option is subject to Condition 1






3903758NY / D00027OBAR




Page 2 / 6









 











	 	 	 	 	 

	Condition 1

	 	:
	 	The Floating Rate Option shall never be leas than 1.25%
	 
	 	 	 	 
	Floating Rate Option

	 	:
	 	USD-LIBOR-BBA
	 
	 	 	 	 
	Designated Maturity

	 	:
	 	1 month
	 
	 	 	 	 
	Spread

	 	:
	 	263.800000 basis point (s)
	 
	 	 	 	 
	Floating Rate Day Count Fraction

	 	:
	 	Actual / 360
	 
	 	 	 	 
	Period End Date

	 	:
	 	Adjusted
	 
	 	 	 	 
	Reset Dates

	 	:
	 	The First Day of each Calculation Period
	 
	 	 	 	 
	Fixing Dates

	 	:
	 	2 business day(s) before the first business day of each Floating Rate Calculation Period
	 
	 	 	 	 
	Compounding

	 	:
	 	Inapplicable
	 
	 	 	 	 
	Business Days for Fixings

	 	:
	 	London
	 
	 	 	 	 
	Business Days for Payments

	 	:
	 	New York






4.  Fixed Amounts




	 	 	 	 	 

	Fixed Rate Payer

	 	:
	 	ASHFORD HOSPITALITY LP, DALLAS
	 
	 	 	 	 
	Fixed Rate

	 	:
	 	4.113600 percent per annum
	 
	 	 	 	 
	Fixed Rate Payer Payment Dates

	 	:
	 	Monthly on the 13th commencing Nov 15, 2010 and ending with the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention
	 
	 	 	 	 
	Fixed Rate Day Count Fraction

	 	:
	 	Actual / 360
	 
	 	 	 	 
	Period End Date

	 	:
	 	Adjusted
	 
	 	 	 	 
	Compounding

	 	:
	 	Inapplicable
	 
	 	 	 	 
	Business Days for Payments

	 	:
	 	New York
	 
	 	 	 	 
	Calculation Agent

	 	:
	 	Credit Agricole Corporate and Investment Bank, NEW YORK unless otherwise specified in the Master Agreement






5.  Additional clause:



Credit Agricole Corporate and Investment Bank transaction D00027OBAR/3903758NY can not be
terminated or modified without the same termination or modification of Credit




3903758NY / D00027OBAR




Page 3 / 6









 










Agricole Corporate and Investment Bank Trades NO1809SSTD/2443525NY and
NO1814OSTD/2443796NY.



6.  Account Details:




	 	 	 	 	 	 	 

	Payments To ASHFORD HOSPITALITY LP, DALLAS:	 	 	 	 
	 
	 	 	 	 	 	 
	Accounts for payments in USD
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	We will pay by bank transfer
	 	 	 	 	 	 
	To

	 	:
	 	 	JPMORGAN CHASE BANK DALLAS, TEXAS	 
	SWIFT

	 	:	 	 	 	 
	A/C

	 	:
	 	 	08806397111	 
	Fav.

	 	:
	 	 	ASHFORD HOSPITALITY LP, DALLAS	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Payments To Credit Agricole Corporate and Investment Bank, NEW YORK :
	 
	 	 	 	 	 	 
	Accounts for payments in USD
	 	 	 	 	 	 






	 	 	 	 	 

	Please pay bank transfer
	 	 	 	 
	TO

	 	:
	 	CA-CIB New York Branch, NEW YORK
	SWIFT

	 	:
	 	CRLYUS33
	A/C

	 	:
	 	0188180321100
	Fav.

	 	:
	 	CA-CIB New York Branch, NEW YORK
	Ref

	 	:
	 	/BNF/ STEPHANIE BILY 972-778-9284





7.  Offices:



The office of Counterparty for the Notification is:




ASHFORD HOSPITALITY LP

M DERIC EUBANKS




14185 DALLAS PARKWAY

SUITE 1100

75254 DALLAS

UNITED STATE




Tel.: 0019727789451

 Fax:
0019727789261



The office of Credit Agricole Corporate and Investment Bank for the Notification is:




CA-CIB New York Branch

c/o CA-CIB France

BACK OFFICE PRODUITS DERIVES

9 QUAI DU PRESIDENT PAUL DOUMER

92920 PARIS LA DEFENSE CEDEX

FRANCE




Tel. (vanilla/exotic): 33 / 33




Fax (vanilla/exotic): 33 1 41893916 / 33




Local contact:

Tel: 0012122617136




3903758NY / D00027OBAR




Page 4 / 6









 












Fax: 0012124593166



8. Broker: none



9. Representations:



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):





(a) 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 will not be considered
investment advice or a recommendation to enter into that Transaction. No communication (written
or oral) received from the other party will be deemed to be an assurance or guarantee as to the
expected results of that Transaction.




(b) 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.




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




(d) Risk Management. If Party B is not a bank, a credit institution, an investment firm (or any
licensed financial institution), it has entered into this Transaction for the purpose of hedging
in connection with its line of business and not for speculation purposes.



3903758NY / D00027OBAR








Page 5 / 6









 












The Parties declare that this Confirmation may be issued through a computer system and may be
signed by the Parties by digitalization of the signature of a person duly authorized by the Parties
(hereafter the “Digital Signature”).



In the context of this Confirmation, which is governed by the ISDA Master-Agreement, the Digital
Signature is valid with regard to the Parties as to identity authorized by each of the Parties to
sign and of their consent to the rights and obligations evidenced in the Confirmation.



The Parties declare and accept that the Digital Signature is equivalent to a manuscript signature
and expressly renounce the right to institute any proceedings based on the absence of a manuscript
signature.



Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the
copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a
letter or telex substantially similar to this letter, which letter or telex sets forth the material
terms of the Transaction to which this Confirmation relates and indicates agreement to those terms.



Yours sincerely,




	 	 	 	 

	Credit Agricole Corporate and

	 	ASHFORD HOSPITALITY LP	 
	Investment Bank

	 	By: Ashford OP General Partner	 
	 
	 	 	 
	 
	 	 	 
	Joseph KUAKUVI

Capital Markets Operations
	 	 	 
	

	 	By: 

David A. Brooks

Vice President	 
	 
	 	 	 
	Delphine MARGUERITAIN
	 	 	 
	 
	Credit Derivative Back Office
	 	 	 
	
	 	 	 






3903758NY / D00027OBAR





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