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EX-10.30.06 2 d71251exv10w30w06.htm EX-10.30.06 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 ###-###-#### Fax: 972 ###-###-#### | ||
Fr: | Calyon New York Branch (CALNY) | |
1301 Avenue Of The Americas, 16th Floor | ||
New York, NY 10019 | ||
Attn: Swaps Department | ||
Tel: 212 ###-###-####/7136 Fax ###-###-#### | ||
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