AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
          --------------------------------------------------------


     This Amendment No. 1 to Amended and Restated Credit Agreement
("Amendment No. 1") is dated as of July 2, 1998, and is by and among
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SUBURBAN LODGES OF AMERICA, INC., a Georgia corporation (the "Borrower"),
                                                              --------
the Guarantors set forth herein (together with the Borrower, collectively
the "Loan Parties"), the Banks set forth herein, the Co-Agents set forth
     ------------
therein and PNC BANK, NATIONAL ASSOCIATION (formerly PNC Bank, Kentucky,
Inc.), as agent for the Banks (the "Agent").
                                    -----

     WHEREAS, the Borrower, the Guarantors, the Banks, the Co-Agents and the
Agent are parties to that certain Amended and Restated Credit Agreement
dated as of December 15, 1997 (the "Credit Agreement");
                                    ----------------

     WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the same meanings given to them in the Credit Agreement; and

     WHEREAS, the parties hereto wish to amend the Credit Agreement as set
forth herein.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto, intending to be legally bound, agree
as follows:

     1.   Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Base Net Worth" in its entirety and inserting in lieu
thereof the following:

        BASE NET WORTH shall mean the sum of $140,000,000 plus 80% of
     the proceeds received by any Loan Party from any offering or
     placement of any equity securities of the Borrower after the
     Closing Date, net of reasonable and customary expenses in
     connection with such offering or placement.

     2.   The third sentence of Section 10.16 (Availability of Funds) of the
Credit Agreement is hereby deleted in its entirety and the following is
inserted in lieu thereof.

        If such corresponding amount is not in fact made available to
     the Agent by such Bank, the Agent shall be entitled to recover
     such amount on demand from such Bank (or, if such Bank fails to
     pay such amount forthwith upon such demand from the Borrower)
     together with interest thereon, in respect of each day during the
     period commencing on the date such amount was made available to
     the Borrower and ending on the date the Agent recovers such
     amount, at a rate per annum equal to the Federal Funds Effective
     Rate.
<PAGE>
     The second sentence of Section 11.11 (Successors and Assigns) of the
Credit Agreement is hereby amended by inserting the following immediately
before the end of such sentence:

        provided, further, that PNC shall not reduce its Revolving
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     Credit Commitment so that its Revolving Credit Commitment is less
     than any other Bank unless PNC has first offered to assign to each
     other Bank the aggregate amount of the Revolving Credit Commitment
     that PNC intends to assign multiplied by such Bank's Ratable
     Share.

     4.   Schedule 1.1(B) to the Credit Agreement (Commitment of Banks) is
hereby deleted in its entirety and Schedule 1.1(B) attached hereto is
inserted in lieu thereof.

     5.   The Loan Parties hereby represent to the Agent and the Banks that: 
the representations and warranties of the Loan Parties contained in
Article 6 of the Credit Agreement remain true and accurate on and as of the
date hereof (except for representations and warranties which relate solely
to an earlier date or time, which representations and warranties were true
and correct on and as of the specific dates or times referred to therein);
the Loan Parties have performed and are in compliance with all covenants
contained in Article 8 or elsewhere in the Credit Agreement; and no Event of
Default or Potential Default has occurred and is continuing.

     6.   The Loan Parties hereby agree to reimburse the Agent and the Banks
on demand for all costs, expenses and disbursements relating to this
Amendment No. 1 which are payable by the Loan Parties as provided in
Sections 10.5 and 11.3 of the Credit Agreement.

     7.   The Loan Parties and the Banks intend and agree that, except as
provided herein, the Credit Agreement shall remain in full force and effect
without modification.


     8.   This Amendment No. 1 shall be governed by and construed and
enforced in accordance with the internal laws of the Commonwealth of
Kentucky without reference to its principles of conflicts of law.

                        [SIGNATURE PAGES FOLLOW]


                                  -2-<PAGE>
          [SIGNATURE PAGE 1 OF 3 OF AMENDMENT NO. 1 TO AMENDED AND
                       RESTATED CREDIT AGREEMENT]


     IN WITNESS WHEREOF, the parties hereto by their officers thereunto duly
authorized, have executed this Amendment No. 1 as of the date first above
written.

                              SUBURBAN LODGES OF AMERICA, INC.


                              By: /s/ David Krischer
                              Title: President


                              SUBURBAN HOLDINGS, L.P.
                              By: Suburban Management, Inc., its sole
                              general partner


                              By: /s/ David Krischer
                              Title: CEO

                              SLA DEVELOPMENT, INC.


                              By:  /s/ David Krischer
                              Title: President


                              SUBURBAN MANAGEMENT, INC.


                              By: /s/ David Krischer
                              Title: CEO

                              SUBURBAN FRANCHISE SYSTEMS, INC.


                              By: /s/ David Krischer
                              Title: CEO


                              SUBURBAN CONSTRUCTION, INC.


                              By: /s/ David Krischer
                              Title: President


<PAGE>
            [SIGNATURE PAGE 2 OF 3 OF AMENDMENT NO. 1 TO AMENDED AND
                            RESTATED CREDIT AGREEMENT]


                              SLA PROPERTIES, INC.


                              By:  /s/ Dan J. Berman
                              Title: President


                              LODGING ACQUISITION AND SUPPLY, INC.


                              By: /s/ David Krischer
                              Title: CEO



                              SUBURBAN REALTY CORP.


                              By: /s/ David Krischer
                              Title: President



                              SUBURBAN OF SHARONVILLE, INC.


                              By: /s/ David Krischer
                              Title: President


<PAGE>
            [SIGNATURE PAGE 3 OF 3 OF AMENDMENT NO. 1 TO AMENDED AND
                           RESTATED CREDIT AGREEMENT]


                              PNC BANK, NATIONAL ASSOCIATION, as successor
                              by merger to PNC Bank, Kentucky, Inc.,
                              individually and as Agent


                              By:  /s/ Don R. H [unreadable]
                              Title: Assistant Vice President


                              NATIONSBANK, N.A., individually and as Co-
                              Agent


                              By: /s/ [unreadable]
                              Title: Senior Vice President

                              AMSOUTH BANK OF ALABAMA, individually and as
                              Co-Agent


                              By: /s/ [unreadable]
                              Title: AVP


                              SUNTRUST BANK, ATLANTA, individually and as
                              Co-Agent


                              By: /s/ Randall W. Havens
                              Title: First Vice President


<PAGE>
                            SCHEDULE 1.1(B)


                          COMMITMENT OF BANKS
                          -------------------

           BANK                        REVOLVING CREDIT COMMITMENT AMOUNT
           ----                        ----------------------------------

PNC Bank, National Association                  25,000,000

NationsBank, N.A.                               20,000,000

AmSouth Bank of Alabama                         15,000,000

Suntrust Bank, Atlanta                          15,000,000
                                                ----------

                                                75,000,000
                                                ==========