LODGIAN INC
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>3
<FILENAME>g75096ex10-32.txt
<DESCRIPTION>AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.32

                                                                  EXECUTION COPY

                     AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
                                       AND
                    AMENDMENT NO. 1 TO THE SECURITY AGREEMENT

                                                        Dated as of May 15, 2001

            AMENDMENT NO. 2 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE
SECURITY AGREEMENT (referred to herein as "this Amendment") among Lodgian
Financing Corp. (the "Borrower"), Lodgian, Inc. (the "Parent"), Impac Hotel
Group, LLC, Servico Inc., the other Affiliate Guarantors and Grantors party
hereto, the Lenders and Issuing Bank named herein, Morgan Stanley Senior
Funding, Inc., as Administrative Agent and Collateral Agent, Morgan Stanley
Senior Funding, Inc., as Co-Lead Arranger, Joint-Book Manager and Syndication
Agent, Lehman Brothers Inc., as Co-Lead Arranger, Joint-Book Manager and Lehman
Commercial Paper Inc., as Documentation Agent.

            PRELIMINARY STATEMENTS:

            (1) The Borrower, the Parent, Impac Hotel Group, LLC, Servico, Inc.,
the other Affiliate Guarantors party thereto, the Initial Lenders and Initial
Issuing Bank named therein, Morgan Stanley Senior Funding, Inc., as
Administrative Agent and Collateral Agent, Morgan Stanley Senior Funding, Inc.
as Co-Lead Arranger, Joint-Book Manager and Syndication Agent, Lehman Brothers
Inc., as Co-Lead Arranger, Joint-Book Manager and Lehman Commercial Paper Inc.,
as Documentation Agent have entered into that certain credit agreement dated as
of July 23, 1999 and, as amended by an amendment thereto dated as of July 31,
2000 (such Credit Agreement, as so amended, the "Credit Agreement"). Capitalized
terms not otherwise defined in this Amendment shall have the same meanings as
specified in the Credit Agreement.

            (2) The Borrower has requested, and each Lender has agreed, to amend
the Credit Agreement and to waive certain conditions therein as herein set
forth.

            NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

            SECTION 1. Amendments to the Credit Agreement. The Credit Agreement
is, subject to the satisfaction of the conditions precedent set forth in Section
5, hereby amended as follows:

            (a) The definition of Applicable Margin in Section 1.01 is amended
in full to read as follows:

            '"APPLICABLE MARGIN" means 4.25% in the case of Eurodollar Rate
Advances and 3.25% in the case of Base Rate Advances, provided that

<PAGE>
                                       2


            such percentages shall be increased by (i) 0.25% the first day of
            each month starting August 2001 and (ii) 0.25% if the Public Debt
            Rating is lowered at any time after the Amendment No. 2 Effective
            Date or if neither S&P or Moody's shall have in effect a Public Debt
            Rating; provided, however, that such percentages shall be at any
            time no more than 6.00% in the case of the Eurodollar Rate Advances
            and 5.00% in the case of Base Rate Advances; provided further, that
            such percentages shall be reduced by (i) 0.50% upon prepayment of
            the Term B Facility (on and after the Amendment No. 2 Effective
            Date) in an aggregate principal amount of $60,000,000 so long as the
            Senior Debt/Hotel Collateral EBITDA Ratio is less than 3.00:1, (ii)
            an additional 0.50% upon prepayment of the Term B Facility in an
            additional aggregate principal amount of $60,000,000 (it being
            understood that this clause (ii) is effective if the Term B Facility
            is reduced by at least $120 million on and after the Amendment No. 2
            Effective Date) so long as the Senior Debt/Hotel Collateral EBITDA
            Ratio is less than 2.00:1 and (iii) an additional 0.50% upon
            prepayment of the Term B Facility in an additional aggregate
            principal amount of $60,000,000 (it being understood that this
            clause (iii) is effective if the Term B Facility is reduced by at
            least $180 million on and after the Amendment No. 2 Effective Date)
            so long as the Senior Debt/Hotel Collateral EBITDA Ratio is less
            than 2.00:1.

            The Applicable Margin in respect of the Term C Facility shall be as
            set forth in the Term C Supplement."

            (b) The definition of Debt/EBITDA Ratio in Section 1.01 is amended
by inserting immediately before the phrase "of the Parent and its Subsidiaries"
at the end of the first sentence thereof the phrase "(excluding EBITDA
attributable to hotel or development properties sold during such fiscal quarter
and the immediately preceding three fiscal quarters)".

            (c) The definition of Senior Debt/Hotel Collateral EBITDA Ratio in
Section 1.01 is amended by inserting immediately before the phrase "of the
Borrower and its Subsidiaries" at the end of the first sentence thereof the
phrase "(excluding EBITDA attributable to Hotel Collateral Properties sold
during such fiscal quarter and the immediately preceding three fiscal
quarters)".

            (d) The definition of Fixed Charge Coverage Ratio in Section 1.01 is
amended by inserting immediately before the period at the end thereof the
following new phrase:

            "(excluding cash payments payable in respect of taxes from the sale,
            lease, transfer or other disposition of assets pursuant to clauses
            (i), (iii) and (iv) of Section 5.02(e) and only in an amount up to
            and including the Net Cash Proceeds therefrom)"

            (e) Section 1.01 is amended by adding in the appropriate
alphabetical order the following new definition:

<PAGE>
                                       3


            '"AMENDMENT NO.2 EFFECTIVE DATE" means the date on which Amendment
            No. 2 to this Agreement becomes effective."

            (f) Section 2.01 is amended by adding at the end thereof the
following new clauses (g) and (h):

                  "(g) Conversion of Working Capital Advances to Term B
            Advances. On the Amendment No. 2 Effective Date, $25,000,000 of the
            outstanding Working Capital Advances shall be deemed to be Term B
            Advances for all purposes of this Agreement and the other Loan
            Documents which shall be allocated on a pro rata basis among the
            Working Capital Lenders and the Working Capital Facility shall be
            automatically and permanently reduced, on a pro rata basis among the
            Working Capital Lenders, in an amount equal to $25,000,000.

                  (h) Limitation on Working Capital Advances. Notwithstanding
            the provisions of Section 2.01(c), the outstanding Working Capital
            Advances shall not exceed $2,000,000 at any time during the period
            starting on the Amendment No. 2 Effective Date (after giving effect
            to the provisions of Section 2.01(g)) and ending on June 30, 2001."

      (g) Section 2.06(b)(ii) is amended by (i) deleting the letter "C"
immediately before the phrase "Facility and the Term C Facility" in clause first
thereof and replacing it with the letter "B" and (ii) deleting the amount of
"$100,000,000" in clause first thereof and replacing it with the amount of
"$130,000,000".

            (h) Clause (viii) in Section 2.06(b) is amended in full to read as
follows:

                  "(viii) The Borrower shall prepay (whether as an optional or
            mandatory prepayment) and aggregate principal amount of Term B
            Advances in an amount equal to (A) $25,000,000 on or before December
            31, 2000, (B) an additional $35,000,000 on or prior to June 30,
            2001, (C) an additional $40,000,000 on or prior to December 31,
            2001, (D) an additional $7,500,000 on or prior to April 30, 2002,
            (E) an additional $7,500,000 on or prior to June 30, 2002, (F) an
            additional $7,500,000 on or prior to September 30, 2002 and (G) an
            additional $7,500,000 on or prior to December 31, 2002"

            (i) Section 2.08 is amended by adding at the end thereof the
following new clause (d):

                  "(d) The Borrower shall pay on January 2, 2002 to the
            Administrative Agent for the account of each Lender, a fee equal to
            3/4 of 1% of the sum, as of such date, of (i) the aggregate
            outstanding principal amount of Advances and (ii) the aggregate
            Unused Working Capital Commitment of such Lender."

<PAGE>
                                       4


            (j) Section 5.01(j) is amended by (i) deleting the word "and" at the
end of clause (i) thereof, (ii) adding immediately after clause (i) thereof the
following new clause as clause (ii):

            "(ii) The Parent and each Grantor under the Security Agreement shall
      use their best efforts to cause the appropriate bank or other financial
      institution to enter into a Pledge Account Letter (as such term is defined
      in the Security Agreement) with respect to each Grantor's deposit account
      on or prior to December 31, 2001; and"

and (iii) renumbering clause (ii) thereof as clause (iii).

            (k) Section 5.02(e)(iv) is amended in full to read as follows:

            "(iv) the sale of any asset by the Parent or any Subsidiary (other
      than a bulk sale of inventory and a sale of receivables other than
      delinquent accounts for collection purposes only) so long as (A) the
      purchase price paid to the Parent or such Subsidiary for such asset shall
      be no less than (1) in the case of the Hotel Collateral referred to in
      Schedule 5.02(e), the percentage of the Appraised Value of such assets set
      forth opposite each such asset under the column "Waiver Request to" on
      such Schedule, (2) in the case of Hotel Collateral other than Hotel
      Collateral referred to in Schedule 5.02(e), 75% of the Appraised Value of
      such asset (provided, that the Parent or any subsidiary may sell Hotel
      Collateral for less than 75% of the Appraised Value of such asset with the
      consent of the Administrative Agent (such consent not to be unreasonably
      withheld)) and (3) in all other cases, 75% of the fair market value of
      such asset at the time of such sale and (B) the purchase price for such
      asset shall be paid to the Parent or such Subsidiary solely in cash."

            (l) Section 5.04(a) is amended by deleting the table thereof and
replacing it with the following new table:


<TABLE>
<CAPTION>
QUARTER ENDING                                           RATIO
<S>                                                      <C>
September 30, 1999                                       6.25:1
December 31, 1999                                        6.25:1
March 31, 2000                                           6.25:1
June 30, 2000                                            6.50:1
September 30, 2000                                       6.25:1
December 31, 2000                                        6.00:1
March 31, 2001                                           6.50:1
June 30, 2001                                            7.25:1
September 30, 2001                                       7.35:1
December 31, 2001                                        7.25:1
March 31, 2002                                           7.25:1
</TABLE>
<PAGE>
                                       5


<TABLE>
<S>                                                      <C>
June 30, 2002                                            7.25:1
September 30, 2002                                       7.25:1
December 31, 2002                                        5.50:1
March 31, 2003                                           5.50:1
June 30, 2003                                            5.50:1
September 30, 2003                                       5.50:1
December 31, 2003                                        5.00:1
March 31, 2004                                           5.00:1
June 30, 2004                                            5.00:1
September 30, 2004                                       5.00:1
December 31, 2004                                        4.75:1
March 31, 2005                                           4.75:1
June 30, 2005                                            4.75:1
September 30, 2005                                       4.75:1
December 31, 2005 and thereafter                         4.50:1
</TABLE>

            (m) Section 5.04(b) is amended by deleting the table thereof and
replacing it with the following new table:

<TABLE>
<CAPTION>
QUARTER ENDING                                           RATIO
<S>                                                      <C>
December 31, 1999                                        0.97:1
March 31, 2000                                           1.00:1
June 30, 2000                                            0.90:1
September 30, 2000                                       0.90:1
December 31, 2000                                        1.00:1
March 31, 2001                                           0.95:1
June 30, 2001                                            0.85:1
September 30, 2001                                       0.85:1
December 31, 2001                                        0.85:1
March 31, 2002                                           0.90:1
June 30, 2002                                            0.90:1
September 30, 2002                                       0.90:1
December 31, 2002 and thereafter                         1.00:1
</TABLE>

            (n) Section 5.04(c) is amended by deleting the table thereof and
replacing it with the following new table:

<TABLE>
<CAPTION>
QUARTER ENDING                                           RATIO
<S>                                                      <C>
September 30, 1999                                       1.75:1
</TABLE>

<PAGE>
                                       6


<TABLE>
<S>                                                      <C>
December 31, 1999                                        1.75:1
March 31, 2000                                           1.75:1
June 30, 2000                                            1.45:1
September 30, 2000                                       1.45:1
December 31, 2000                                        1.50:1
March 31, 2001                                           1.40:1
June 30, 2001                                            1.35:1
September 30, 2001                                       1.35:1
December 31, 2001                                        1.35:1
March 31, 2002                                           1.40:1
June 30, 2002                                            1.40:1
September 30, 2002                                       1.40:1
December 31, 2002                                        1.70:1
March 31, 2003                                           1.70:1
June 30, 2003                                            1.70:1
September 30, 2003                                       1.70:1
December 31, 2003 And thereafter                         1.80:1
</TABLE>

            (o) Section 5.04(d) is amended by deleting the table thereof and
replacing it with the following new table:

<TABLE>
<CAPTION>
QUARTER ENDING                                           RATIO
<S>                                                      <C>
September 30, 1999                                       4.00:1
December 31, 1999                                        4.00:1
March 31, 2000                                           4.00:1
June 30, 2000                                            4.25:1
September 30, 2000                                       4.25:1
December 31, 2000                                        4.00:1
March 31, 2001                                           3.75:1
June 30, 2001                                            4.00:1
September 30, 2001                                       4.00:1
December 31, 2001                                        3.75:1
March 31, 2002                                           3.75:1
June 30, 2002                                            3.50:1
September 30, 2002                                       3.50:1
December 31, 2002                                        4.00:1
March 31, 2003                                           4.00:1
June 30, 2003                                            4.00:1
September 30, 2003                                       4.00:1
</TABLE>
<PAGE>
                                       7


<TABLE>
<S>                                                      <C>
December 31, 2003                                        3.50:1
March 31, 2004                                           3.50:1
June 30, 2004                                            3.50:1
September 30, 2004                                       3.50:1
December 31, 2004                                        3.25:1
March 31, 2005                                           3.25:1
June 30, 2005                                            3.25:1
September 30, 2005                                       3.25:1
December 31, 2005                                        3.00:1
March 31, 2006                                           3.00:1
June 30, 2006                                            3.00:1
September 30, 2006                                       3.00:1
December 31, 2006 and thereafter                         2.75:1
</TABLE>

            (p) A new schedule 5.02(e) is added to the Credit Agreement in the
form of Exhibit A hereto.

            SECTION 2. Amendments to the Security Agreement. The Security
Agreement is, subject to the satisfaction of the conditions precedent set forth
in Section 5, hereby amended by deleting clause (g) in Section 9 thereof and
replacing it with the following new clause (g):

                  "(g) As of July 23, 1999, such Grantor has no deposit accounts
            other than the deposit accounts listed on Schedule IV hereto. Each
            such Grantor hereby agrees that (i) within 5 Business Days after the
            Amendment No. 2 Effective Date, they shall deliver to the Collateral
            Agent a new Schedule IV listing the deposit accounts that each such
            Grantor has as of the Amendment No. 2 Effective Date and (ii) each
            such Grantor shall deposit or cause to be deposited all payments
            received by it to such deposit accounts and that the amounts
            deposited shall be transferred to the Concentration Account on a
            daily basis, as practicable, but in any event such transfer shall be
            made at least once a week. Notwithstanding the foregoing, each
            Grantor may maintain in a deposit account for each of the Hotel
            Collateral Properties an aggregate amount not to exceed $25,000 for
            each such Hotel Collateral Property."

            SECTION 3. Waiver. Subject to the satisfaction of the conditions
precedent set forth in Section 5 hereof, each Lender agrees to waive the
provisions of Section 2.07(b) of the Credit Agreement with respect to any
Default that occurred prior to the Amendment Effective Date (as herein defined).

            SECTION 4. Consent and Acknowldgement. Subject to the satisfaction
of the conditions precedent set forth in Section 5 hereof, each Lender hereby:

<PAGE>
                                       8


            (a) Consent. Consents to the request of the Borrower that any
certification that is required to be signed by the Chief Financial Officer
pursuant to the Loan Documents may, at any time that there is no Chief Financial
Officer, be signed by the Chief Executive Officer and either the Chief
Accounting Officer or the Senior VP of Finance, notwithstanding any other
provision of the Loan Documents.

            (b) Acknowledgement. Acknowledges that any going concern opinion in
the financial statements and reports of the Borrower or the Parent and related
disclosures filed with the Securities and Exchange Commission does not by itself
constitute a Material Adverse Change and that notwithstanding any such going
concern opinion and related disclosures, the Borrower would still have access to
Working Capital Borrowings in accordance with the Credit Agreement, so long as
no other Default has occurred and is continuing.

            SECTION 5. Conditions of Effectiveness of this Amendment. This
Amendment shall become effective as of the date first above written (the
"Amendment Effective Date") when, and only when, the Administrative Agent shall
have received counterparts of this Amendment executed by each of the Borrower,
the Affiliate Guarantors and the Grantors and the Required Lenders or, as to any
of the Lenders, advice satisfactory to the Administrative Agent that such Lender
has executed this Amendment and the consent attached hereto by each Loan Party
(other than the Borrower), and shall become effective when and only when the
Administrative Agent shall have additionally received all of the following
(which in the case of documents shall be in form and substance satisfactory to
the Required Lenders and in sufficient copies for each Lender):

                  (a) a certificate duly signed by a the Chief Financial Officer
      of the Borrower stating that the representations and warranties contained
      in the Credit Agreement and each Loan Document are correct on and as of
      the date of such certificate as though made on and as of the date hereof
      other than any such representation and warranties that, by their terms,
      refer to a date other than the date of such certificate;

                  (b) a fee equal to 1/4 of 1% of the aggregate outstanding
      principal amount of Advances and the aggregate Unused Working Capital
      Commitments of each Lender executing this Amendment after giving effect to
      this Amendment; and

                  (c) all invoiced reasonable and actual costs and expenses of
      each Agent (including consultant and advisor fees and expenses and all
      reasonable fees and expenses of counsel to the Agent).

            Section 6. Concerning the Financial Statements and the Calculation
of the Financial Covenants. The parties hereto acknowledge that (i) all
financial statements to be delivered pursuant to the Credit Agreement as amended
by this Amendment and (ii) all calculations of financial covenants under Section
5.04 of the Credit Agreement as amended by this Amendment reflected in
certificates to be delivered pursuant to the Credit Agreement as amended by this
Amendment, in each case, were and will be prepared giving effect to the
amendments to be effected by this Amendment.

<PAGE>
                                       9


            Section 7. Representations and Warranties. Each of the Borrower, the
Affiliate Guarantors and the Grantors represents and warrants as follows:

            (a) On the Amendment Effective Date, after giving effect to this
      Amendment, no event has occurred and is continuing, or would result from
      the effectiveness of this Amendment, that constitutes a Default.

            (b) No authorization, approval or other action by, and no notice to
      or filing with, any governmental authority or regulatory body or any other
      third party is required for the due execution, delivery, recordation,
      filing or performance by the Borrower of this Amendment or other
      transactions contemplated hereby.

            (c) This Amendment has been duly executed and delivered by each of
      the Borrower, the Affiliate Guarantors and the Grantors. Each of this
      Amendment, the Credit Agreement and the Security Agreement is the legal,
      valid and binding obligations of each of the Borrower, the Affiliate
      Guarantors and the Grantors (as applicable), enforceable against each of
      the Borrower, the Affiliate Guarantors and the Grantors in accordance with
      its terms.

            Section 8. Reference to and Effect on the Loan Documents. (a) On and
after the Amended Effective Date, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in each of the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.

            (b) On and after the Amendment Effective Date, each reference in the
Security Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Security Agreement, and each reference in each of the
other Loan Documents to "the Security Agreement", "thereunder", "thereof" or
words of like import referring to the Security Agreement, shall mean and be a
reference to the Security Agreement, as amended by this Amendment.

            (b) Each of the Credit Agreement and the Security Agreement, as
specifically amended by this Amendment, is and shall continue to be in full
force and effect and is hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall continue to secure the payment of
all of the Obligations of the Loan Parties under the Loan Documents, as amended
hereby.

            (c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any of the
Lenders or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of, or a consent to depart from, any of the terms and
conditions of any of the Loan Documents.

<PAGE>
                                       10


            Section 10. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

            Section 11. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by its officer thereunder duly authorized, as of
the first written above.

                                      LODGIAN FINANCING CORP.

                                      By
                                        ----------------------------------------
                                        Title:


                                      LODGIAN, INC.

                                      By
                                        ----------------------------------------
                                        Title:


                                      MORGAN STANLEY SENIOR
                                      FUNDING, INC., as Administrative Agent

                                      By
                                        ----------------------------------------
                                        Title:


                                      LEHMAN COMMERCIAL PAPER INC.,
                                      as Documentation Agent

                                      By
                                        ----------------------------------------
                                        Title:

<PAGE>

                                      AFFILIATE GUARANTORS AND GRANTORS

                                      SERVICO, INC.

                                      By
                                        ----------------------------------------
                                        Title:


                                      IMPAC HOTEL GROUP, LLC

                                      By
                                        ----------------------------------------
                                      Title:

                                      SHEFFIELD MOTEL ENTERPRISES, INC.
                                      DOTHAN HOSPITALITY 3053, INC.
                                      DOTHAN HOSPITALITY 3071, INC.
                                      GADSDEN HOSPITALITY, INC.
                                      LODGIAN ANAHEIM INC.
                                      LODGIAN ONTARIO INC.
                                      SERVICO PENSACOLA, INC.
                                      SERVICO PENSACOLA 7200, INC.
                                      SERVICO PENSACOLA 7330, INC.
                                      SERVICO FT. PIERCE, INC.
                                      SERVICO WEST PALM BEACH, INC.
                                      SERVICO WINTER HAVEN, INC.
                                      ALBANY HOTEL, INC.
                                      SERVICO NORTHWOODS, INC.
                                      BRUNSWICK MOTEL ENTERPRISES, INC.
                                      SERVICO CEDAR RAPIDS, INC.
                                      SERVICO METAIRIE, INC.
                                      SERVICO COLUMBIA, INC.
                                      SERVICO COLESVILLE, INC.
                                      SERVICO MARYLAND, INC. NH MOTEL
                                      ENTERPRISES, INC.
                                      MINNEAPOLIS MOTEL ENTERPRISES, INC.
                                      SERVICO ROSEVILLE, INC.
                                      LODGIAN MOUNT LAUREL, INC.
                                      SERVICO JAMESTOWN, INC.
                                      SERVICO NEW YORK, INC.
                                      SERVICO NIAGARA FALLS, INC.
                                      SERVICO GRAND ISLAND, INC.
                                      FAYETTEVILLE MOTEL ENTERPRISES, INC.
<PAGE>
                                       2


                                      APICO INNS OF GREEN TREE, INC.
                                      APICO HILLS, INC.
                                      SERVICO HILTON HEAD, INC.
                                      SERVICO AUSTIN, INC.
                                      SERVICO MARKET CENTER, INC.
                                      SERVICO HOUSTON, INC.

                                      By:
                                        ----------------------------------------
                                      Title: Vice President


                                      AMI OPERATING PARTNERS, L.P.

                                      By: AMIOP Acquisition Corp.,
                                          it general partner

                                      By:
                                        ----------------------------------------
                                      Title:


                                      SERVICO CENTRE ASSOCIATES, LTD.

                                      By: Palm Beach Motel Enterprises,
                                          its general partner

                                      By:
                                        ----------------------------------------
                                      Title:


                                      LITTLE ROCK LODGING ASSOCIATES I,
                                      LIMITED PARTNERSHIP

                                      By: Lodgian Richmond SPE Inc.

                                      By:
                                        ----------------------------------------
                                      Title:


                                      ATLANTA HILLSBORO LODGING, LLC
                                      LODGIAN RICHMOND L.L.C.

                                      By:
                                        ----------------------------------------
                                      Title: Manager

<PAGE>

                                      LENDERS:

                                      MORGAN STANLEY SENIOR FUNDING, INC.


                                      By
                                        ----------------------------------------
                                      Title:

<PAGE>

                                      ARCHIMEDES FUNDING II, LTD.

                                      By: ING Capital Advisors LLC,
                                          as Collateral Manager


                                      By:
                                        ----------------------------------------
                                      Title:

<PAGE>

                                      ARCHIMEDES FUNDING III, LTD.

                                      By: ING Capital Advisors LLC,
                                          as Collateral Manager


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      BLACK DIAMOND CLO 1998-1 LTD.


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      BLACK DIAMOND CLO 2000-1 LTD.


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      CHANG HWA COMMERCIAL BANK LTD.,
                                      NEW YORK BRANCH


                                      By:
                                        ----------------------------------------
                                      Title:

<PAGE>

                                      CANADIAN IMPERIAL BANK OF COMMERCE


                                      By:
                                        ----------------------------------------
                                      Title:

<PAGE>

                                      ELF FUNDING TRUST I

                                      By: Highland Capital Management,
                                      as Collateral Manager


                                      By:
                                        ----------------------------------------
                                        Title:
<PAGE>

                                      ELF FUNDING TRUST II

                                      By: BLUE SQUARE FUNDING SERIES 3
                                          By: Bankers Trust Company, as Trustee


                                      By:
                                        ----------------------------------------
                                        Title:
<PAGE>
                                      EMERALD ORCHARD LIMITED


                                      By:
                                        ----------------------------------------
                                        Title:
<PAGE>

                                      GLENEAGLES TRADING LLC


                                      By:
                                        ----------------------------------------
                                        Title:
<PAGE>
                                      HIGHLAND LEGACY LIMITED

                                      By: Highland Capital Management, L.P.,
                                          as Collateral Manager


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>
                                      THE ING CAPITAL SENIOR SECURED
                                      HIGH INCOME FUND, L.P.

                                      By: ING Capital Advisors LLC,
                                          as Investment Advisor


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      KZH HIGHLAND-2


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      KZH STERLING LLC


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      LEHMAN BROTHERS


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      LONG LANE MASTER TRUST IV

                                      By: Fleet National Bank as
                                          Trust Administrator


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      NEMEAN CLO, LTD.

                                      By: ING Capital Advisors LLC,
                                      as Investor Manager


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      ML CBO IV

                                      By: Highland Capital Management, L.P.,
                                          as Collateral Manager


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      MERRIL LYNCH SENIOR FLOATING
                                      RATE FUND, INC.


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      MERRIL LYNCH SENIOR FLOATING
                                      RATE FUND II, INC.


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      PILGRIM CLO 1999-1 Ltd.

                                      By: ING Pilgrim Investments,
                                          as its Investment Manager


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      PILGRIM PRIME RATE TRUST

                                      By: ING Pilgrim Investments,
                                          as its Investment Manager


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      PROVIDENT


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      SEQUILS-ING I (HBDGM), LTD.

                                      By: ING Capital Advisors LLC,
                                          as Collateral Manager


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      SUTTER CBO 1998-1


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      SUTTER CBO 1999-1


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>
                                      TRANSAMERICA EQUIPMENT FINANCIAL
                                      SERVICES CORPORATION


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      WELLS FARGO BANK


                                      By:
                                        ----------------------------------------
                                      Title:
<PAGE>

                                      SRV-HIGHLAND, INC.


                                      By;
                                        ----------------------------------------
                                      Title:
<PAGE>

                                     CONSENT

                                                        Dated as of May 15, 2001

            Each of the undersigned as a Loan Party under the Credit Agreement
referred to in the foregoing Amendment, hereby consents to such Amendment and
hereby confirms and agrees that (a) notwithstanding the effectiveness of such
Amendment, each Loan Document to which such Loan Party is a party is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of such Amendment,
each reference in each Loan Document to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment and each reference in each Loan Document
to the "Security Agreement", "thereunder", "thereof" or words of like import
shall mean and be a reference to the Security Agreement, as amended by such
Amendment, and (b) the Collateral Documents to which such Loan Party is a party
and all of the Collateral described therein do, and shall continue to, secure
the payment of all of the Secured Obligations (in each case, as defined
therein).


                                      SERVICO, INC.

                                      By:
                                        ----------------------------------------
                                        Title:


                                      IMPAC HOTEL GROUP, LLC

                                      By:
                                        ----------------------------------------
                                        Title:

                                      SHEFFIELD MOTEL ENTERPRISES, INC.
                                      DOTHAN HOSPITALITY 3053, INC.
                                      DOTHAN HOSPITALITY 3071, INC.
                                      GADSDEN HOSPITALITY, INC.
                                      LODGIAN ANAHEIM INC.
                                      LODGIAN ONTARIO INC.
                                      SERVICO PENSACOLA, INC.
                                      SERVICO PENSACOLA 7200, INC.
                                      SERVICO PENSACOLA 7330, INC.
                                      SERVICO FT. PIERCE, INC.
                                      SERVICO WEST PALM BEACH, INC.

<PAGE>

                                       2


                                      SERVICO WINTER HAVEN, INC.
                                      ALBANY HOTEL, INC.
                                      SERVICO NORTHWOODS, INC.
                                      BRUNSWICK MOTEL ENTERPRISES, INC.
                                      SERVICO CEDAR RAPIDS, INC.
                                      SERVICO METAIRIE, INC.
                                      SERVICO COLUMBIA, INC.
                                      SERVICO COLESVILLE, INC.
                                      SERVICO MARYLAND, INC. NH MOTEL
                                      ENTERPRISES, INC.
                                      MINNEAPOLIS MOTEL ENTERPRISES, INC.
                                      SERVICO ROSEVILLE, INC.
                                      LODGIAN MOUNT LAUREL, INC.
                                      SERVICO JAMESTOWN, INC.
                                      SERVICO NEW YORK, INC.
                                      SERVICO NIAGARA FALLS, INC.
                                      SERVICO GRAND ISLAND, INC.
                                      FAYETTEVILLE MOTEL ENTERPRISES, INC.
                                      APICO INNS OF GREEN TREE, INC.
                                      APICO HILLS, INC.
                                      SERVICO HILTON HEAD, INC.
                                      SERVICO AUSTIN, INC.
                                      SERVICO MARKET CENTER, INC.
                                      SERVICO HOUSTON, INC.

                                      By:
                                        ----------------------------------------
                                      Title: Vice President


                                      AMI OPERATING PARTNERS, L.P.

                                      By: AMIOP Acquisition Corp.,
                                      it general partner

                                      By:
                                        ----------------------------------------
                                      Title:

                                      SERVICO CENTRE ASSOCIATES, LTD.

                                      By: Palm Beach Motel Enterprises,
                                          its general partner


<PAGE>
                                       3


                                      By:
                                        ----------------------------------------
                                      Title:


                                      LITTLE ROCK LODGING ASSOCIATES I,
                                      LIMITED PARTNERSHIP

                                      By: Lodgian Richmond SPE Inc.

                                      By:
                                        ----------------------------------------
                                      Title:


                                      ATLANTA HILLSBORO LODGING, LLC
                                      LODGIAN RICHMOND L.L.C.

                                      By:
                                        ----------------------------------------
                                      Title:  Manager


<PAGE>

                                    EXHIBIT A


</TEXT>
</DOCUMENT>
