AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 3 (the “Amendment”) dated as of June 5, 2014 is between PAR TECHNOLOGY CORPORATION, a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”), and JPMORGAN CHASE BANK, N.A. and NBT BANK, N.A. (on behalf of itself and as successor by merger to Alliance Bank, N.A.) (collectively, the “Lenders”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

2.1            The column headings entitled “ABR Margin” and “Eurodollar Margin” in the pricing grid set forth in subparagraph (a) of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement are changed to “ABR Spread” and “Eurodollar Spread”, respectively.

2.2            The definition of “Banking Services” set forth in Section 1.01 of the Credit Agreement is amended to read as follows:

“Banking Services” means each and any of the following bank services provided to any Loan Party by a Lender or any of its Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

2.3            The definition of  “EBITDA” set forth in Section 1.01 of the Credit Agreement is amended to read as follows:

“EBITDA” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) extraordinary or non-recurring non-cash expenses, charges or losses, and (v) non-cash equity based compensation, minus (b) without duplication and to the extent included in Net Income, (i) all amounts attributable to any reappraisal, revaluation or write-up of assets, and (ii) any extraordinary or non-recurring gains or income and any non-cash items of income for such period, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

2.4            The definition of “Fixed Charge Coverage Ratio” set forth in Section 1.01 of the Credit Agreement is amended to read as follows:

“Fixed Charge Coverage Ratio” means the ratio, determined as of the end of each fiscal quarter for the most recently ended four quarters, of (a) EBITDA minus cash taxes, unfunded capital expenditures, dividends and distributions, and capitalized software costs, to (b) scheduled principal payments on Indebtedness actually made during such period plus interest expense, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

2.5            The definition of “Revolving Loan Maturity Date” set forth in Section 1.01 of the Credit Agreement is amended to read as follows:

“Revolving Loan Maturity Date” means June 6, 2017 or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

2.6            The definition of “Secured Obligations” set forth in Section 1.01 of the Credit Agreement is amended to read as follows:

“Secured Obligations” means all Obligations, together with all (i) Banking Services Obligations, (ii) Existing L/C Obligations owing to one or more Lenders, and (iii) Swap Obligations owing to one or more Lenders or their respective Affiliates; provided that at or prior to the time that any transaction relating to an Existing L/C Obligation or Swap Obligation is executed, the Lender party thereto (other than Chase) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Secured Obligation entitled to the benefits of the Collateral Documents; provided further that the definition of “Secured Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor.

2.7            The definition of “Swap Obligations” set forth in Section 1.01 of the Credit Agreement is amended to read as follows:

“Swap Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, (b) any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act, and (c) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

2.8            The following additional defined terms are added to Section 1.01 of the Credit Agreement in alphabetical order:

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

"Excluded Swap Obligation" means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Loan Guarantor's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Loan Guarantor is a "financial entity," as defined in Section 2(h)(7)(C)(i) the Commodity Exchange Act (or any successor provision thereto), at the time the  Guarantee of such Loan Guarantor becomes or would become effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

2.9            Section 5.01(f) of the Credit Agreement is amended to read as follows:

(f)  as soon as available but in any event within 15 days of the end of each calendar month, and at such other times as may be requested by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, an account receivable aging report and inventory listing, and any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request;

2.10         Section 5.06 of the Credit Agreement is amended by adding the following sentence at the end thereof:

The Administrative Agent shall have the right to conduct or to have its representatives conduct, at Borrower’s expense, one or more field examinations of Borrower’s accounts receivable and inventory at a time or times to be scheduled by the Administrative Agent, provided that no more than two field examinations may be conducted during any twelve-month period unless an Event of Default shall have occurred and be continuing.

2.11         Section 5.08 of the Credit Agreement is amended to read as follows:

Use of Proceeds and Letters of Credit.  The proceeds of the Loans will be used only for general corporate purposes and Permitted Acquisitions.  No part of the proceeds of any Loan will be used, whether directly or indirectly, to finance an acquisition other than a Permitted Acquisition or for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.  Letters of Credit will be issued only for general corporate purposes.

2.12         Section 6.13 of the Credit Agreement is amended to read as follows:

Fixed Charge Coverage Ratio.  At the end of any fiscal quarter in which Borrower’s consolidated total Indebtedness is $5,000,000 or greater, the Borrower will not permit the Fixed Charge Coverage Ratio, determined for the period of four consecutive fiscal quarters ending at the end of such fiscal quarter, to be less than 1.25 to 1.0.

2.13         The following sentence is added to the end of Section 10.01 of the Credit Agreement:

Notwithstanding the foregoing, amounts received from any Loan Guarantor that is not a Qualified ECP Guarantor shall not be applied to Guaranteed Obligations that are Excluded Swap Obligations.

2.14         The following new Section 10.13 is added to the Credit Agreement immediately after Section 10.12:

SECTION 10.13  Keepwell.  Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Guarantor to honor all of its obligations under this Article X in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Article X for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Article X or otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Article X shall remain in full force and effect until the Guaranteed Obligations are indefeasibly paid in full.  Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.  As used herein, “Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Loan Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

2.15         All references in the Credit Agreement to the Term Loan, which has been paid in full, are deleted.

2.16         Schedules 3.05, 3.14, 3.15, 3.18, 6.01 and 6.02 to the Credit Agreement are hereby replaced by the amended and restated Schedules 3.05, 3.14, 3.15, 3.18, 6.01 and 6.02  attached to this Amendment.

2.17         Exhibits A, B, D and E to the Pledge and Security Agreement, are hereby replaced by the amended and restated Exhibits A, B, D and E attached to this Amendment.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be duly executed as of the day and year first above written.

The following Persons, in their capacities as Loan Guarantors under the Credit Agreement, hereby consent to the foregoing Amendment No. 3.