EXHIBIT 10.14












AMENDMENT
NO. 2




TO




CREDIT
AGREEMENT









THIS AMENDMENT NO. 2(this
“Amendment”) dated as
of January 29, 2010 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”).









RECITALS:









A.      The
Borrower, Administrative Agent and Lenders are parties to a Credit Agreement
dated as of June 16, 2008, as amended by Amendment No. 1 dated as of November 1,
2009 (the “Credit
Agreement”);







B.      The
Borrower desires to exclude from the calculation of EBITDA for any period that
includes the fourth quarter of 2009 certain extraordinary non-recurring charges
incurred in the fourth quarter of 2009 relating to severance, lease terminations
and inventory write-downs, and has requested that the Credit Agreement be
amended to allow for the exclusion of the one-time charges from
EBITDA;







C.      The
Lenders are willing to allow the Borrower to exclude the extraordinary charges
from 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:









1           Definitions.  All
capitalized terms used in this Amendment, which are not otherwise defined, shall
have the meanings given to those terms in the Credit Agreement.







2           Amendment to Credit
Agreement.







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, and (iii) all amounts attributable to depreciation and
amortization expense for such period, 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 2009, the Borrower may
add back to Net Income one-time extraordinary non-recurring charges relating to
severance, lease terminations and inventory write-downs incurred in the fourth
quarter of 2009 in an amount not to exceed $6,600,000 in the
aggregate.









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







3.1           Each
of the representations and warranties made by the Loan Parties in the Credit
Agreement is true and correct on and as of the date of this
Amendment.







3.2           No
Default or Event of Default has occurred and is continuing.







3.3           This
Amendment has been duly and validly authorized, executed and delivered by the
Borrower.







3.4           This
Amendment constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior oral and written communications,
memoranda, proposals, negotiations, discussions, term sheets and commitments
with respect to the subject matter hereof, except as expressly provided herein,
no other changes or modifications to the Credit Agreement are intended or
implied by this Amendment and in all other respects the Credit Agreement is
hereby specifically ratified, restated and confirmed as of the date of this
Amendment.  To the extent that any provision of the Credit Agreement
conflicts with provision of this Amendment, the provision of this Amendment
shall control.







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





The
Administrative Agent shall have received a counterpart of this Amendment duly
executed and delivered by the Borrower, the Administrative Agent, and the
Majority Lenders.









4.1           The
Borrower shall have paid to the Administrative Agent, for the ratable benefit of
all the Lenders, an amendment fee in the amount of $30,250.







4.2           The
Borrower shall have paid all invoices presented to the Borrower for expense
reimbursements due to the Administrative Agent pursuant to Section 9.03 of the
Credit Agreement in connection with the preparation and negotiation of this
Amendment.












5           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.







[Remainder of this
page intentionally left blank.]

















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









PAR TECHNOLOGY
CORPORATION









By:




Name:




Title:














JPMORGAN CHASE BANK, N.A.,
as




Administrative
Agent and as Lender









By:




Name:




Title:














NBT BANK, N.A., as
Lender









By:




Name:




Title:














ALLIANCE BANK, N.A., as
Lender









By:




Name:




Title: