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Item 1.01 Entry into a Material Definitive Agreement.

On January 21, 2009, SHR St. Francis, L.L.C. (the “St Francis Borrower”), an indirect wholly owned subsidiary of Strategic Hotel Funding, L.L.C. (“SH Funding”), the operating company of Strategic Hotels & Resorts, Inc. (the “Company”), entered into an amendment (the “St. Francis Loan Amendment”) to its mortgage loan (the “St. Francis Loan”) with Metropolitan Life Insurance Company (the “Lender”), in the original principal amount of $220,000,000.00, as evidenced by a Promissory Note, dated as of July 6, 2006, by SHR St. Francis, LLC in favor of Lender (the “St. Francis Promissory Note”). The St. Francis Loan is secured by, among other things, the Westin St. Francis San Francisco hotel.

Also on January 21, 2009, SHC Columbus Drive, LLC (the “Fairmont Borrower”), a wholly owned subsidiary of SH Funding, entered into an amendment (the “Fairmont Loan Amendment,” and together with the St. Francis Loan Amendment, the “Amendments”) to its mortgage loan (the “Fairmont Loan”) with the Lender, in the original principal amount of $123,750,000.00, as evidenced by a Promissory Note, dated as of March 9, 2007, made by SHC Columbus Drive, LLC in favor of Lender (the “Fairmont Promissory Note” and together with the St. Francis Promissory Note, the “Notes”). The Fairmont Loan is secured by, among other things, the Fairmont Chicago hotel.

Each Amendment, among other things, replaced an existing covenant in the Deed of Trust, Security Agreement and Fixture Filing, dated as of July 6, 2006, by the St. Francis Borrower to the Lender, in the case of the St. Francis Loan, and the Mortgage, Security Agreement and Fixture Filing, dated as of March 9, 2007, by the Fairmont Borrower to the Lender, in the case of the Fairmont Loan, in each case, requiring the Company to maintain a $1 billion market capitalization with a covenant requiring the Company to maintain a Consolidated Tangible Net Worth (as defined in the Modification of Promissory Note, Deed of Trust, Security Agreement and Fixture Filing, Assignment of Leases and Other Loan Documents for the St. Francis Loan Amendment and the Modification of Promissory Note, Mortgage, Security Agreement and Fixture Filing, Assignment of Leases and Other Loan Documents for the Fairmont Loan Amendment (collectively, the “Modification Documents”)) of not less than $946,830,750.00 plus seventy-five percent (75%) of the proceeds to the Company of any new issuances of common Capital Stock, as defined in the Modification Documents.

The foregoing description of the Amendments is qualified in its entirety by reference to the Modification Documents, which will be attached as exhibits to the Form 10-K which the Company intends to file in March 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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