AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 2 (the "Amendment") dated as of February 11, 2013 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., NBT BANK, N.A., and ALLIANCE BANK, N.A. (collectively, the "Lenders").

A.    The Borrower, Administrative Agent and Lenders are parties to an Amended and Restated Credit Agreement dated as of June 6, 2011, as amended by an Amendment No. 1 dated as of July 29, 2011 (the "Credit Agreement").

B.    The Borrower has requested that the definition of EBITDA in the Credit Agreement be amended to add back to Net Income, for the purposes of calculating EBITDA, (a) extraordinary or non-recurring non-cash expenses, charges or losses, and (b) certain litigation expenses incurred in the fourth quarter of 2012.

C.    The Lenders are willing to allow the Borrower to amend the definition of EBITDA upon the terms and conditions set forth below.

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

2.1            The definition of EBITDA set forth in 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 and (iv) extraordinary or non-recurring non-cash expenses, charges or losses, 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;

provided that, in calculating EBITDA for any period that includes the fourth quarter of 2012, the Borrower may add back to Net Income extraordinary non-recurring cash expenses incurred in the fourth quarter of 2012 relating to the defense and settlement of the litigation entitled Ameranth, Inc. v. Par Technology Corp., et al. (Case #: 2:10-cv-294 filed in United States District Court, Eastern District of Texas, Marshall Division) and Ameranth, Inc. v. PAR Technology Corp. and ParTech, Inc. (Case #: 2:12-cv-164 filed in United States District Court, Eastern District of Texas, Marshall Division) in an amount not to exceed $1,500,000.

3            Representations and Warranties.  The Borrower represents and warrants to the Lenders that the following statements are true, correct and complete:

4            Conditions to Effectiveness of Amendment.  This Amendment shall become effective only when and if each of the following conditions is satisfied:

Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.  Delivery of an executed signature page to this Amendment by facsimile transmission or scanned and electronically mailed shall be effective as delivery of a manually executed counterpart.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be duly executed as of the day and year first above written.

PAR TECHNOLOGY CORPORATION

By:                ________________________________________________________________________________________                                                                    

Name:  Ronald J. Casciano

Title:    Treasurer

JPMORGAN CHASE BANK, N.A., as

Administrative Agent and as Lender

By:               _________________________________________________________________________________________                                                                     

Name:  Jean M. Lamardo

Title:    Underwriter III

NBT BANK, N.A., as Lender

By:                 _________________________________________________________________________________________                                                                  

Name:

Title:

ALLIANCE BANK, N.A., as Lender

By:                ________________________________________________________________________________________                                                                    

Name:

Title

The following Persons, in their capacities as Loan Guarantors under the Credit Agreement, hereby consent to the foregoing Amendment No. 2.