exv10w30w06






Exhibit 10.30.06









October 21, 2009




CONFIRMATION



	 	 	 
	To:

	 	Ashford Hospitality LP (“Counterparty”)
	 

	 	14180 Dallas Parkway, Suite 1100
	 

	 	Dallas, Texas 75254
	 

	 	Attn: Swap Documentation
	 

	 	Tel: 972-778-9202                       Fax: 972-778-9261
	 
	 	 
	Fr:

	 	Calyon New York Branch (“CALNY”)
	 

	 	1301 Avenue Of The Americas, 16th Floor
	 

	 	New York, NY 10019
	 

	 	Attn: Swaps Department
	 

	 	Tel: 212-261-7415/7136                       Fax:917-849-5517
	 
	 	 
	Re:

	 	Flooridor Transaction dated as of October 13, 2009 (CALNY refs: 3087806NY and
3087801NY)






 





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




The definitions and provisions contained in the 2000 ISDA Definitions as published by the
International
Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the
event
of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation
will govern.




1. This communication supplements, forms a part of, and is subject to, the ISDA Master
Agreement dated June 25, 2008 between Counterparty and Calyon (the “Agreement”) as amended and
supplemented from time to time, between the Counterparty and Calyon.




2. The terms of the first Transaction (Floor Sold, CALNY ref: 3087806NY) to which this
Confirmation relates are as follows:




	 	 	 
	Type of Transaction:

	 	Floor Sold Transaction
	 
	 	 
	Notional Amount:

	 	USD 2,700,000,000.00
	 
	 	 
	Trade Date:

	 	October 13, 2009
	 
	 	 
	Effective Date:

	 	October 1, 2009
	 
	 	 
	Termination Date:

	 	December 31, 2009, subject to adjustment in
accordance with the modified following business
day convention.






Ref:__TBA                    
Marketing:                     






1









 








Fixed Amounts:




	 	 	 
	Fixed Rate Payer:

	 	Counterparty
	 
	 	 
	Fixed Amount:

	 	USD 6,873,000.00
	 
	 	 
	Fixed Rate Payer Payment Dates:

	 	October 15, 2009






Floating Amounts :




	 	 	 
	Floating Rate Payer:
	 	CALNY
	 
	 	 
	Floating Rate Day Count Fraction:
	 	Actual/360
	 
	 	 
	Floating Rate Payment Dates:
	 	Monthly on the 1st day of each month, commencing on
	 
	 	November 1, 2009 and ending on the Termination
	 
	 	Date, subject to adjustment in accordance with the
	 
	 	Modified Following Business Day Convention.
	 
	 	 
	Calculation Period:
	 	For the purposes of this Transaction, the final
	 
	 	Calculation Period for the party will end on, and
	 
	 	include, the Termination Date.
	 
	 	 
	Floor Rate:
	 	2.00%
	 
	 	 
	Reset Date:
	 	September 13th, October 13th, November 13th
	 
	 	 
	Floating Rate Option:
	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:
	 	One (1) Month
	 
	 	 
	Spread:
	 	None
	 
	 	 
	Compounding:
	 	Inapplicable
	 
	 	 
	Business Days:
	 	London and New York
	 
	 	 
	Calculation Agent:
	 	CALNY






3. The terms of the second Transaction (Floor Purchased, CALNY ref: 3087801 NY) to which this
Confirmation relates are as follows:




	 	 	 
	Type of Transaction:
	 	Floor Purchased Transaction
	 
	 	 
	Notional Amount:
	 	USD 2,700,000,000.00
	 
	 	 
	Trade Date:
	 	October 13, 2009
	 
	 	 
	Effective Date:
	 	October 1, 2009






Ref:___TBA
                    Marketing:
                    






2









 








	 	 	 
	Termination Date:
	 	December 31, 2009, subject to adjustment in
	 
	 	accordance with the modified following business
	 
	 	day convention.






Fixed Amounts:




	 	 	 
	Fixed Rate Payer:
	 	CALNY
	 
	 	 
	Fixed Amount:
	 	None






Floating Amounts :




	 	 	 
	Floating Rate Payer:
	 	COUNTERPARTY
	 
	 	 
	Floating Rate Day Count Fraction:
	 	Actual/360
	 
	 	 
	Floating Rate Payment Dates:
	 	Monthly on the 1st day of each month, commencing on
	 
	 	November 1, 2009 and ending on the Termination
	 
	 	Date, subject to adjustment in accordance with the
	 
	 	Modified Following Business Day Convention.
	 
	 	 
	Calculation Period:
	 	For the purposes of this Transaction, the final
	 
	 	Calculation Period for the party will end on, and
	 
	 	include, the Termination Date.
	 
	 	 
	Floor Rate:
	 	1.00%
	 
	 	 
	Reset Date:
	 	September 13th, October 13th, November 13th
	 
	 	 
	Floating Rate Option:
	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:
	 	One (1) Month
	 
	 	 
	Spread:
	 	None
	 
	 	 
	Compounding:
	 	Inapplicable
	 
	 	 
	Business Days:
	 	London and New York
	 
	 	 
	Calculation Agent:
	 	CALNY
	 
	 	 
	4. Account Details:
	 	 
	 
	 	 
	Payment of USD to CALNY:
	 	CALYON NEW YORK
	 
	 	A/C Calyon New York Branch
	 
	 	A/C 01-88180-3211-00-00-1-180
	 
	 	 
	Payment to Counterparty:
	 	JP MORGAN CHASE BANK, DALLAS
	 
	 	ABA: 113000609
	 
	 	Favor of: Ashford Hospitality Trust
	 
	 	Account: 08806397111






Ref:
TBA
                    Marketing:                                         








3









 








5. Offices and Address for Notice: in connection with this Swap Transaction:





	 	(a)	 	CALNY: its branch office is in New York at 1301 Avenue of the
Americas, New York, New York 10019 USA
	 
	 	(b)	 	Counterparty: its office is in Dallas, Texas.





6. THE COUNTERPARTY IS HEREBY REQUESTED TO SIGNIFY ITS ACCEPTANCE OF
THE TERMS OF THIS CONFIRMATION PROMPTLY BY SIGNING A COPY HEREOF AND
RETURNING IT TO CALYON NEW YORK BRANCH IN THE MANNER PROVIDED IN
SECTION 12 OF THE AGREEMENT.




UNLESS CALYON NEW YORK BRANCH SHALL HAVE RECEIVED WRITTEN
OBJECTION TO THE TERMS OF THIS CONFIRMATION WITHIN FIVE BUSINESS DAYS
(DEFINED BELOW) OF THE DATE FIRST ABOVE WRITTEN, THE COUNTERPARTY
SHALL BE DEEMED TO HAVE ACCEPTED SUCH TERMS WITHOUT ANY FURTHER ACT ON THE PART OF CALYON NEW YORK BRANCH, THE COUNTERPARTY, OR ANY
OTHER PERSON. FOR PURPOSES HEREOF, “BUSINESS DAY” SHALL HAVE THE
MEANING SET FORTH IN SECTION 5-701 B.3. (B) OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK.




Each party agrees to make payments to the other party in accordance with the provisions set forth
or
incorporated by reference in this Confirmation.




IN WITNESS WHEREOF the parties have executed this Confirmation as of the date first above written.




	 	 	 	 	 	 	 	 	 
	CALYON NEW YORK BRANCH	 	 	 	ASHFORD HOSPITALITY LP	 	 
	 
	 	 	 	 	 	 	 	 
	Authorized Signature:	 	 	 	Authorized Signature:	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Margaret Tam
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name Margaret Tam

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title: Senior Associate

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Ivy De Jesus
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: Ivy De Jesus
	 	 	 	 	 	 	 	 
	Title: Vice President
	 	 	 	 	 	 	 	 






Ref:___TBA
                    Marketing:
                    





4