Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2009, Interstate Atlanta Airport, LLC ("Interstate Atlanta"), a wholly owned subsidiary of Interstate Hotels & Resorts, Inc. (the "Company") and the owning entity of the Company's Westin Atlanta Airport hotel (the "Hotel"), placed a non-recourse mortgage of $22.0 million (the "Mortgage") on the Hotel. Pursuant to the Mortgage, Interstate Atlanta is required to make interest-only payments for the first two years of the loan agreement. Beginning November 2011, the loan will amortize over a 25 year period until maturity on October 27, 2014. The loan bears interest at a rate of LIBOR plus 500 bps, subject to a LIBOR floor of 200 bps. Based on the terms of the loan agreement, a penalty of 3 percent is assessed on any prepayments made during the first year and then reduced ratably over the course of the second and third year. There is no penalty for prepayments made during and after the fourth year. The loan agreement also contains a financial covenant which requires that Interstate Atlanta maintains a debt service coverage ratio of not less than 1.50 to 1.00. If Interstate Atlanta fails to meet this financial covenant, a cash sweep condition would be triggered. The net proceeds were used to pay down the term loan and satisfy the first repayment requirement of $20.0 million through March 2010 under the Company's Credit Facility.

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