Exhibit 10.24



 Exhibit 10.24 
  

			
	



	  	
	  	 8377 East. Hartford Drive
 Suite 200
 Scottsdale, AZ 85255
 USA

	 SUPERTEL LIMITED PARNTERSHIP 
 SPPR – SOUTH BEND, LLC
 SUPERTEL HOSPITALITY, REIT TRUST 
 301 North 5th Street, P.O. Box 1448
 Norfolk, NE
68701
	  	  
 T 1-480-585-4500
 F 1-480-585-2225


 Attn:

  

	Re:	Covenant Waiver; Certain Loans by GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”) to SUPERTEL LIMITED
PARTNERSHIP, a Virginia limited partnership (“Supertel”) and SPPR – SOUTH BEND, LLC (“SPPR” and, together with Supertel, “Borrower”); Guaranteed by SUPERTEL HOSPITALITY,
REIT TRUST, a Maryland real estate investment trust and SUPERTEL LIMITED PARTNERSHIP, a Virginia limited partnership (collectively, “Guarantor”) 

 Ladies and Gentlemen: 
 Reference
is made to the Loan Agreements relating to the Loans described on Exhibit A hereto by Borrower and Lender (the “Original Loan Agreements”) as amended by the Global Amendment and Consent dated as of March 16, 2009 (the
“Global Amendment” and, together with the Original Loan Agreements, the “Loan Agreement”). The loans made pursuant to the Original Loan Agreements are collectively referred to as the
“Loan.” The Loan Agreement (as modified by this Letter Agreement), together with all other promissory notes, documents, agreements and instruments currently evidencing or securing the Loan are referred to collectively as the
“Loan Documents.” Borrower has requested a limited waiver of the following financial covenant (the “Designated Financial Covenant”) set forth in Section 6(j) of the Original Loan Agreements as
amended by the Global Amendment: 
  

					
	 Loan Agreement Section No.
	 	 Title of Covenant
	 	 Period for Which Waiver is
 Requested (“Designated Period”)

	 6(j)
	 	Fixed Charge Coverage Ratio (EBITDA)	 	the four consecutive fiscal quarters ending September 30, 2009

 Accordingly, Lender hereby waives compliance with the Designated Financial Covenant only with respect to the Designated Period and agrees that the failure of Borrower to comply with the Designated
Financial Covenant with respect to the Designated Period will not be a “default” or “event of default” under the Loan Agreement. The foregoing waiver shall apply only to the Designated Financial Covenant and for the Designated
Period and shall not be a waiver of any other terms, covenants, or conditions of the Loan Agreement, including, without limitation, any waiver of the Designated Financial Covenant with respect to any other period. In addition, with respect to any
future compliance with financial covenants which includes financial performance during any Designated Period, such waiver shall not waive such future compliance. 
  


					
	 GEFF smartDocs Form 6009
 1/22/09
	 		 	 Supertel Global
 (see Exhibit A)

	4833-8339-9173.1	 		 	









 The interest rate on each of the Loans shall be increased by fifty basis points in addition
to the interest rate increase provided for in the Global Amendment (collectively, the “Interest Rate Increase”) as set forth on Exhibit B hereto, effective for interest accruing in November 2009 for the payment due on December 1,
2009, and the applicable Amended Documents and related Notes are hereby amended to reflect the Interest Rate Increase by the amounts set forth on Exhibit B. Upon compliance by Supertel Limited Partnership with a FCCR level of not less than 1.3:1
before dividend payouts and 1.0:1 after dividend payouts for two consecutive fiscal quarter periods (the “FCCR Compliance Period”), the Interest Rate Increase shall be rescinded, effective as of the first day of the third month following
the last day of the FCCR Compliance Period. 
 In consideration of and as a condition precedent to the effectiveness of this
waiver, Borrower shall pay Lender a waiver fee in the amount of $100,000.00. 
 Except as waived pursuant to this Letter
Agreement, all terms and provisions of the Loan Documents remain in full force and effect. 
 This Letter Agreement shall only
be effective if countersigned and returned by Borrower and Guarantor on or before November 9, 2009. 
  

			
	Very truly yours,
	
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	 By:
	 	 /s/ James T. Short

	 Name:
	 	James T. Short
	 Title:
	 	Authorized Signatory


  


					
	 GEFF smartDocs Form 6009
 1/22/09
	 	2	 	 Supertel Global
 (see Exhibit A)

	4833-8339-9173.1	 		 	









 ACCEPTANCE 
 The undersigned Borrower and Guarantor hereby acknowledge receipt of the foregoing Letter Agreement and agree as follows: (a) the
Borrower and Guarantor reaffirm all of their obligations pursuant to the Loan Documents, except to the extent modified by the foregoing Letter Agreement; (b) Borrower and Guarantor acknowledge and agree that they have no claims, defenses,
offsets, counterclaims or other matters with respect to the Loan Documents; and (c) to the extent any such claims exist or deem to exist, Borrower and Guarantor hereby waive and release all such claims. 
  

			
	BORROWER:
	
	SUPERTEL LIMITED PARTNERSHIP,
	a Virginia limited partnership
		
	By:	 	 /s/ Kelly A. Walters

	Name:	 	Kelly A. Walters
	Title:	 	President
	
	BORROWER:
	
	SPPR – SOUTH BEND, LLC,
	a Delaware limited liability company
		
	By:	 	 /s/ Kelly A. Walters

	Name:	 	Kelly A. Walters
	Title:	 	Member / Manager
	
	GUARANTOR:
	
	SUPERTEL LIMITED PARTNERSHIP,
	a Virginia limited partnership
		
	By:	 	 /s/ Kelly A. Walters

	Name:	 	Kelly A. Walters
	Title:	 	President
	
	GUARANTOR:
	
	SUPERTEL HOSPITALITY, REIT TRUST,
	a Maryland real estate investment trust
		
	By:	 	 /s/ Kelly A. Walters

	Name:	 	Kelly A. Walters
	Title:	 	President


  


					
	 GEFF smartDocs Form 6009
 1/22/09
	 	3	 	 Supertel Global
 (see Exhibit A)

	4833-8339-9173.1	 		 	









 EXHIBIT A 
  

							
	 Loan Number
	  	 Start Date
	  	 	  	 Loan Amount

	 32912
	  	May 16, 2007	  		  	$27,755,000
	 32098
	  	January 5, 2007	  		  	$15,600,000
	 31437
	  	August 18, 2006	  		  	$17,850,000
	 14724001
	  	January 2, 2008	  		  	$4,355,000
	 14724003
	  	January 2, 2008	  		  	$3,380,000
	 14724004
	  	January 2, 2008	  		  	$6,765,000
	 14724005
	  	January 2, 2008	  		  	$1,100,000
	 14724006
	  	December 31, 2007	  		  	$7,875,000
	 15005001
	  	January 31, 2008	  		  	$2,470,000
	 32630
	  	February 6, 2007	  		  	$3,445,000

  


					
	 GEFF smartDocs Form 6009
 1/22/09
	 	4	 	 Supertel Global
 (see Exhibit A)

	4833-8339-9173.1	 		 	









 EXHIBIT B 
  

							
	 Loan Number
	  	 Interest Rate Increase
	  	  	  	 Previous Increase from
 Global Amendment

	 32912
	  	50 basis points	  		  	100 basis points
	 32098
	  	50 basis points	  		  	100 basis points
	 31437
	  	50 basis points	  		  	100 basis points
	 14724001
	  	50 basis points	  		  	100 basis points
	 14724003
	  	50 basis points	  		  	100 basis points
	 14724004
	  	50 basis points	  		  	100 basis points
	 14724005
	  	50 basis points	  		  	100 basis points
	 14724006
	  	50 basis points	  		  	100 basis points
	 15005001
	  	50 basis points	  		  	100 basis points
	 32630
	  	50 basis points	  		  	100 basis points

  


					
	 GEFF smartDocs Form 6009
 1/22/09
	 	5	 	 Supertel Global
 (see Exhibit A)

	4833-8339-9173.1