**Exhibit 10.2**

**LOAN MODIFICATION AGREEMENT**

****This **LOAN MODIFICATION AGREEMENT** (the “*******Modification*******”) is entered into as of September 30___, 2009, by and between the lender listed on *******Exhibit A*******(“*******Lender*******”), whose address is 8377 East Hartford Drive, Suite 200, Scottsdale, Arizona 85255-5401, and **SPPR-SOUTHBEND, LLC**, a Delaware limited liability company(“*******Borrower*******”), whose address is 305 North 5th Street, P. O. Box 1448, Norfolk, Nebraska, 68701**.**This Modification is also joined in by SUPERTEL HOSPITALITY, INC., A Virginia corporation, SUPERTEL HOSPITALITY, REIT TRUST, a Maryland realestate investment trust and SUPERTEL LIMITED PARTNERSHIP, a Virginia limited partnership (collectively, if more than one, “*******Guarantor*******”) whose address is 305 North 5th Street, P. O. Box 1448, Norfolk, Nebraska, 68701**.**

**PRELIMINARY STATEMENT**

A. Pursuant to the loan agreement described on ***Exhibit A*** (as previously amended and modified, the “***Loan Agreement***”) between Lender and Borrower, Lender has extendedloans to Borrower (collectively, the “***Loan***”). The Loan is evidenced by one or more promissory notes (collectively, the “***Note***”). The Loan Agreement, the Note and the other documents and instrumentscurrently evidencing and securing the Loan are referred to collectively as the “***Current Loan Documents***.” The Current Loan Documents, as modified by this Modification, are referred to as the “***LoanDocuments***,” and references in the Current Loan Documents and this Modification to the “Loan Documents,” or any of them, shall be deemed to be a reference to such Loan Documents, as modified by this Modification. 

B. The Loan has been guaranteed by Guarantor. 

C. Borrower has requested that Lender modify the Loan and the Current Loan Documents as provided in this Modification, and Lender is willing to so modify the Loan and the Current Loan Documents, subjectto the terms and conditions set forth in this Modification. 

D. Capitalized terms used in this Modification and not otherwisedefined in this Modification shall have the meanings given to those terms in the Loan Agreement. 

**AGREEMENT:**

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Guarantor and Lender agreeas follows: 

1. Accuracy of Preliminary Statement; Effective Date. Borrower and Guarantor acknowledge the accuracy ofthe Preliminary Statement and the parties agree that the Preliminary Statement is a part of this Modification. Borrower and Guarantor also acknowledge and agree that the information set forth on ***Exhibit A*** is complete and correct. Themodifications of the Loan Documents and the obligations of Lender pursuant to this Modification will be effective on the date that Lender determines that the conditions precedent set forth in this Modification have been satisfied in full (such date,the “***Effective Date***”). 

2. Modification of Current Loan Documents. The following provisionsshall be deemed incorporated into the Loan Documents as of the Effective Date, and shall supersede any other provision in conflict therewith: 

(a) Reamortization. Upon a principal pay down of the outstanding balance of the Loan as a result of a sale of any of the Premises (as defined in the Loan Documents) of Borrower or Affiliates, andat the request of the Borrower, the remaining loan balance shall be reamortized at the interest rate shown in the Note for the purpose of calculating the monthly payments due pursuant to the Note. 

(b) Certain Accounting Terms and Principles. Notwithstanding any other provision contained in this Modification or anyof the other Loan Documents, all terms of an accounting or financial nature used in the Loan Documents shall be construed, all financial statements delivered pursuant to any of

the Loan Documents shall be prepared, and all computations of financial covenants, including amounts and ratios, provided for in this Modification or any of the other Loan Documents shall be madewithout giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any indebtedness or other liabilities of any Credit Party or anyAffiliate of any Credit Party at “fair value,” as defined therein. 

3. Borrower Representations, Warranties andCovenants. As additional consideration to and inducement for Lender to enter into this Modification, Borrower represents and warrants to and covenants with Lender as follows: 

(a) Representations and Warranties. Each and all representations and warranties of Borrower in the Current LoanDocuments are and will continue to be accurate, complete and correct. The representations and warranties in this Modification are true, complete and correct as of the date set forth above, will continue to be true, complete and correct as of theconsummation of the modifications contemplated by this Modification, and will survive such consummation. 

(b)No Defaults. Borrower is not in default under any of the Loan Documents, nor has any event or circumstance occurred that is continuing that, with the giving of notice or the passage of time, or both, would be a default or an event of defaultby Borrower under any of the Loan Documents. 

(c) No Material Changes. There has been no materialadverse change in the financial condition of Borrower, Guarantor or any other person whose financial statement has been delivered to Lender in connection with the Loan from the most recent financial statement received by Lender from Borrower ,Guarantor or such other persons. 

(d) No Conflicts; No Consents Required. Neither execution nor deliveryof this Modification nor fulfillment of or compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms or conditions of, or constitute a default under, any agreement or instrument to which Borrower is aparty or by which Borrower may be bound. No consents, approvals or authorizations are required for the execution and delivery of this Modification by Borrower or for Borrower’s compliance with its terms and provisions. 

(e) Claims and Defenses. Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or theLoan Documents. Lender and its predecessors in interest have performed all of their obligations under the Loan Documents, and Borrower has no defenses, offsets, counterclaims, claims or demands of any nature which can be asserted against Lender orits predecessors in interest for damages or to reduce or eliminate all or any part of the obligations of Borrower under the Loan Documents. 

(f) Validity. This Modification and the other Loan Documents are and will continue to be the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with theirterms. 

(g) Valid Existence, Execution and Delivery, and Due Authorization. Borrower validly existsunder the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Modification and to perform the Loan Documents. The execution and delivery of this Modification and the performance ofthe Loan Documents have been duly authorized by all requisite action by or on behalf of Borrower. This Modification has been duly executed and delivered on behalf of Borrower. 

(h) Ratification of Current Loan Documents and Collateral. The Current Loan Documents, as modified by thisModification, are ratified and affirmed by Borrower and shall remain in full force and effect. Except to the extent, if any, specifically provided for in this Modification: (i) the liens of Lender on and security interests in any and all realor personal property (tangible or intangible) granted as security for the Loan shall continue in full force and effect and none of such property is or shall be released from such liens and security interests; and (ii) this Modification shallnot constitute a waiver of any rights or remedies of Lender in respect of the Loan Documents. 

 

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4. Consent; Reaffirmation; and Acknowledgement. Guarantor (a) consents to theterms and conditions of this Modification; and (b) reaffirms the Guaranty and confirms and agrees that, notwithstanding this Modification and consummation of the transactions contemplated thereby, including the release of any collateral, theGuaranty and all of Guarantor’s covenants, obligations, agreements, waivers, and liabilities set forth in the Guaranty continue in full force and effect in accordance with their terms with respect to the obligations guaranteed, modified only tothe extent that the guaranteed obligations are modified by this Modification. 

5. Guarantor Representations andWarranties. Guarantor represents and warrants to Lender that: 

(a) No Material Changes. There hasbeen no material adverse change in the financial condition of Guarantor from the most recent financial statement received by Lender from Guarantor. 

(b) Existing Representations and Warranties. Each and all representations and warranties of Guarantor in the Current Loan Documents are and will continue to be accurate, complete and correct.

(c) No Conflicts; No Consents Required. Neither execution nor delivery of this Modification norfulfillment of or compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms or conditions of, or constitute a default under, any agreement or instrument to which Guarantor is a party or by which Guarantormay be bound. No consents, approvals or authorizations are required for the execution and delivery of this Modification by Guarantor or for Guarantor’s compliance with its terms and provisions. 

(d) Claims and Defenses. Guarantor has no claims, counterclaims, defenses, or offsets against Lender or itspredecessors in interest or with respect to any of its obligations or other liabilities under the Guaranty as a result of this Modifications or otherwise, any such claims, counterclaims, defenses or offsets being hereby waived and released.

(e) Validity. This Modification is the legal, valid and binding agreement of Guarantor and isenforceable against Guarantor in accordance with its terms. 

(f) Power and Authority. Guarantor has thefull power, authority, capacity and legal right to execute and deliver this Modification and, with respect to each Guarantor that is an entity, the parties executing this Modification on behalf of such Guarantor are fully authorized and directed toexecute the same to bind such Guarantor**.**

6. Release. Borrower fully, finally and forever releases anddischarges Lender and each other Lender Party from any and all actions, causes of action, claims, debts, demands, liabilities, obligations and suits, of whatever kind or nature, in law or equity, that Borrower has or in the future may have, whetherknown or unknown (i) in respect of the Loan, this Modification, the other Loan Documents or the actions or omissions of Lender in respect of the Loan or the Loan Documents and (ii) arising from events occurring prior to the date of thisModification. BORROWER EXPRESSLY WAIVES ANY PROVISION OF STATUTORY OR DECISIONAL LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH PARTY’S FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH, IF KNOWN BY SUCH PARTY, MUST HAVE MATERIALLY AFFECTED SUCH PARTY’S SETTLEMENT WITH THE RELEASED PARTIES, INCLUDING PROVISIONS SIMILAR TO SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES: “A GENERALRELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” For purposes of thisModification ***“Lender Party”*** means Lender, each of its Related Persons, and the Affiliates of the Related Persons; “***Affiliate***” means, with respect to any Person, each officer, director, general partneror joint-venturer of such Person and any other Person that directly or indirectly Controls, is Controlled by, or is under common Control

 

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with, such Person; “***Person***” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate,association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority and “***Related Persons***” means, with respect to any Person, (a) eachAffiliate of such Person; (b) each director, officer, employee, agent, trustee, representative, attorney, and accountant of such Person or such Person’s Affiliates; and (c) each insurance, environmental, and other adviser orconsultant of or to such Person or such Person’s Affiliates. 

7. Release by Guarantor. Guarantor fully, finallyand forever releases and discharges Lender and each other Lender Party from any and all actions, causes of action, claims, debts, demands, liabilities, obligations and suits of whatever kind or nature, in law or equity, that Guarantor has or mayhave, whether known or unknown (i) in respect of the Loan, the Guaranty or the other Loan Documents, or the actions or omissions of Lender in respect of the Loan, the Loan Documents or the Guaranty and (ii) arising from events occurringprior to the date hereof. GUARANTOR EXPRESSLY WAIVES ANY PROVISION OF STATUTORY OR DECISIONAL LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH PARTY’S FAVORAT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY SUCH PARTY, MUST HAVE MATERIALLY AFFECTED SUCH PARTY’S SETTLEMENT WITH THE RELEASED PARTIES, INCLUDING PROVISIONS SIMILAR TO SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES:“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

8. Conditions Precedent. The obligations of Lender to consummate the transactions contemplated by this Modificationare subject to satisfaction of the following conditions precedent, each in the sole and absolute discretion of Lender: 

(a) Borrower Performance. Borrower and Guarantor have duly executed and delivered this Modification and Borrower has paid all fees and other amounts and performed all obligations required under this Modification to be paid andperformed contemporaneously with the execution and delivery of this Modification. 

(b) Representations andWarranties. The representations and warranties of Borrower and Guarantor contained in this Modification and any other document or instrument expressly contemplated by this Modification shall be true and correct in all material respects.

(c) Existence and Authority. If requested by Lender, Borrower shall have provided Lender with evidencethat Borrower and Guarantor are in good standing under the laws of their state of formation and in each state in which any collateral for the Loan is located and that the person or persons executing this Modification on behalf of Borrower andGuarantor are duly authorized to do so. 

(d) Lien Priority. Lender shall have received such UCC searchresults, title reports and title insurance endorsements as Lender shall reasonably require evidencing the continuing first priority of all of Lender’s liens in the collateral described in the Loan Documents. 

(e) Insurance. Borrower shall have provided Lender with evidence satisfactory to Lender that all insurance required bythe Loan Documents is in full force and effect. 

9. Entire Agreement; Change; Discharge; Termination or Waiver. TheCurrent Loan Documents, as modified by this Modification, contain the entire understanding and agreement of Borrower and Lender in respect of the Loan and supersede all prior representations, warranties, agreements and understandings. No provisionof the Loan Documents may be changed, discharged, supplemented, terminated or waived except in a writing signed by Lender and Borrower. 

 

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10. No Limitations. The description of the Loan Documents contained in thisModification is for informational and convenience purposes only and shall not be deemed to limit, imply or modify the terms or otherwise affect the Loan Documents. 

11. Time of the Essence. Time is of the essence in this Modification. 

12.Binding Effect. The Loan Documents, as modified by this Modification, shall be binding upon, and inure to the benefit of, Borrower, Guarantor and Lender and their respective successors and assigns. 

13. Further Assurances. Borrower and Guarantor shall execute, acknowledge (as appropriate) and deliver to Lender such additionalagreements, documents and instruments as reasonably required by Lender to carry out the intent of this Modification. 

14.Counterpart Execution. This Modification may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from thecounterparts and attached to a single copy of this Modification to physically form one document. Delivery of an executed signature page of this Modification by facsimile or e-copy transmission shall be as effective as delivery of a manually executedcounterpart thereof. 

15. Limitation of Liability for Certain Damages. In no event shall any Lender Party be liable toBorrower , Guarantor or any of their respective affiliates (collectively the “***Credit Parties***” and individually a “***Credit Party***”) on any theory of liability for any special, indirect, consequential orpunitive damages (including any loss of profits, business or anticipated savings). **BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON (AND BORROWER SHALL CAUSE EACH OF THE OTHER CREDIT PARTIES TO SO WAIVE,RELEASE, AND AGREE NOT TO SUE UPON) ANY SUCH CLAIM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.**

16. Jurisdiction and Service of Process. 

(a) Submission to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be broughtexclusively in the courts of the State of Arizona located in Maricopa County or of the United States for the District of Arizona, and Borrower and each other Credit Party accept for itself and in respect of its property, generally andunconditionally, the jurisdiction of the aforesaid courts; ***provided, however,*** that nothing in this Modification shall limit or restrict the right of Lender to commence any proceeding in the federal or state courts located in the statein which property securing the Loan is located to the extent Lender deems such proceeding necessary or advisable to exercise remedies available under any Loan Document. Lender, Borrower and each other Credit Party hereby irrevocably waive anyobjection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions. 

(b) Service of Process. Borrower and each other Credit Party hereby irrevocably waive personal service of any and alllegal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or inconnection with any Loan Document by any means permitted by applicable law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of Borrower specified on the signature page hereto (and shall be effectivewhen such mailing shall be effective, as provided therein). Borrower and each other Credit Party agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment orin any other manner provided by law. Nothing contained in this subsection shall affect the right of Lender to serve process in any other manner permitted by applicable law. 

 

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(c) Non-Exclusive Jurisdiction. Nothing contained in this Sectionshall affect the right of Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Borrower Party in any other jurisdiction. 

17. Disclosure Authorization. Borrower and Guarantor each authorize its respective banks, creditors (including trade creditors),vendors, suppliers, customers, and each franchisor to disclose and release to Lender any and all information any of them may request from time to time regarding (a) any depository, loan or other credit account of Borrower and Guarantor;(b) the status of each franchise agreement; (c) the affairs and financial condition of Borrower and Guarantor; and (d) Borrower’s and Guarantor’s respective business operations. Borrower and Guarantor each expresslyauthorize Lender to perform background, credit, judgment, lien and other checks, searches, inspections and investigations and to obtain personal and business credit reports and asset reports with respect to Borrower and Guarantor and to answerquestions about their respective credit experience with Borrower and Guarantor. The information obtained by the Lender pursuant to this paragraph, together with all other information which any of the Lender now possess or in the future may acquirewith respect to Borrower and Guarantor, the Collateral, or the business operations of Borrower, is referred to as the “***Borrower Information***.” 

18. Permitted Disclosures. Borrower and Guarantor each authorize each Lender Party to disclose Borrower Information as follows: (a) to each franchisor or licensor of Borrower or Guarantor,upon written request by such franchisor or licensor; (b) to any proposed transferee, purchaser, assignee, servicer, participant, lender, investor, ratings agency, or other Person with respect to any proposed sale, assignment, or other transferby Lender of any of its rights in the Loan Documents, including servicing rights, or sale or other disposition of any of the Collateral; (c) to any of the other Lender Parties or any insurance or title company in connection with thetransactions contemplated by the Loan Documents, including any action, suit, or proceeding arising out of, in connection with, or relating to, this Modification and the other Loan Documents, the Loan, or any other transaction contemplated hereby,including in connection with the exercise of Lender’s rights and remedies; (d) to the extent such information is or becomes available to a Lender Party from sources not known by such Lender Party to be subject to disclosure restrictions;(e) to the extent disclosure is required by applicable law or other legal process or is requested or demanded by any governmental authority; and (f) as may otherwise be authorized in writing by Borrower. Borrower and Guarantor each agreethat the disclosures permitted by this Section and any other disclosures of Borrower Information authorized pursuant to any of the Loan Documents may be made even though any such disclosure may involve the transmission or other communication ofBorrower Information from the nation of residence or domicile of such Borrower or Guarantor or a Lender Party to another country or jurisdiction, and Borrower and each Guarantor waive the provisions of any data privacy law, rule, or regulation ofany applicable governmental authority that would otherwise apply to the disclosures authorized in this Section. 

19. WAIVEROF JURY TRIAL. LENDER, BORROWER AND EACH OTHER CREDIT PARTY, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS MODIFICATION, THE OTHER LOANDOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. 

20. Governing Law. The laws of the State of Arizona (without giving effect to its conflicts of laws principles) shall govern allmatters arising out of, in connection with or relating to this Modification and the other Loan Documents, including its validity, interpretation, construction, performance and enforcement; ***provided, however,*** that with respect to anymarried individual signing this Modification who is not a resident of the State of Arizona, this Section shall not be a contractual choice of the community property laws of the State of Arizona. 

**[SIGNATURE PAGE FOLLOWS]**

 

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Executed and effective as of the date first set forth above. 

 
**LENDER:****GENERAL ELECTRIC CAPITAL****CORPORATION**, a Delaware corporationBy: 
/s/ Kelly A. Halford
Printed Name: 
Kelly A. Halford
Its: Authorized Signatory**BORROWER:****SPPR-SOUTHBEND, LLC, a Delaware limited liability company** By: SUPERTEL LIMITED PARTNERSHIP, a Virginia limited partnership, its manager By: SUPERTEL HOSPITALITY REIT TRUST, a Maryland real estate investment trust, its General Partner By: 
/s/ Kelly A. Walters
 Kelly A. Walters , President and Secretary**GUARANTOR:****SUPERTEL HOSPITALITY, INC., A Virginia corporation,**By: 
/s/ Kelly A. Walters
 Kelly A. Walters , Chief Executive Officer**SUPERTEL HOSPITALITY, REIT TRUST, a Maryland real estate investment trust**
By:
 
/s/ Kelly A. Walters
 Kelly A. Walters , President and Secretary**SUPERTEL LIMITED PARTNERSHIP, a Virginia limited partnership** By: SUPERTEL HOSPITALITY REIT TRUST, a Maryland real estate investment trust, its General Partner By: 
/s/ Kelly A. Walters
 Kelly A. Walters , President and Secretary
 

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**EXHIBIT A**

**THE LENDER AND THE LOAN**

 

**Contract No.**
  
**Lender**
  
**Description of Loan Agreement**
  **Principal Balance,**