Item 1.01 Entry into a Material Definitive Agreement.

Interstate Hotels & Resorts, Inc. ("we") executed an Agreement with Coliseum Capital Management, LLC and certain of its affiliates attached as Exhibit 99.1 to this Form 8-K in connection with Mr. Christopher Shackelton joining our Board of Directors. The Agreement is summarized in Item 5.02(d) below and such description is incorporated in this Item 1.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Mr. Christopher Shackelton joined our Board of Directors as a Class II director on February 12, 2009, following his election by our Board. Mr. Shackelton's term will expire at our 2009 Annual Meeting of Stockholders when he will be eligible to stand for re-election. Mr. Shackelton is a managing partner and co-founder of Coliseum Capital Management, LLC. Coliseum, a private investment partnership that makes long-term investments in both public and private companies, is currently Interstate's largest stockholder with 3.7 million shares held. Prior to founding Coliseum, Mr. Shackelton was an analyst at Watershed Asset Management from 2003 through 2005. Earlier in his career, Mr. Shackelton worked in the investment banking division of Morgan Stanley & Co. Mr. Shackelton is a member of the board of directors of Rural/Metro Corp. and serves as a trustee for the Walter Johnson Foundation.

In connection with Mr. Shackelton joining our Board, we executed an Agreement with Coliseum and certain of its affiliates which is attached to this Form 8-K as Exhibit 99.1. Pursuant to the Agreement, we agreed to support Mr. Shackelton joining our Board of Directors and Coliseum agreed to certain standstill provisions relating to transactions involving our common stock.

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