Title of Covenant

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		###-###-#### F ###-###-####

Attn:

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:

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.

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.

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.

EXHIBIT A

EXHIBIT B