##### 



Exhibit 10x
 AMENDED AND RESTATED CREDIT AGREEMENT
 ,
 MICROS SYSTEMS, INC.,
DV TECHNOLOGY HOLDINGS CORPORATION
DATAVANTAGE CORPORATION
MICROS FIDELIO NEVADA, LLC
MSI DELAWARE, LLC
MICROS-FIDELIO WORLDWIDE, INC.,
And
JTECH COMMUNICATIONS, INC.
  BANK OF AMERICA, N.A.,
   BANC OF AMERICA SECURITIES LLC,




---



##### 



TABLE OF CONTENTS
 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    1Section 1.1
    
    Defined Terms.
    
    
    1Section 1.2
    
    Other Interpretive Provisions.
    
    
    11Section 1.3
    
    Accounting Terms.
    
    
    12Section 1.4
    
    Rounding.
    
    
    12Section 1.5
    
    References to Agreements and Laws.
    
    
    12Section 1.6
    
    Times of Day.
    
    
    12Section 1.7
    
    Letter of Credit Amounts.
    
    
    13ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS.
    
    
    13Section 2.1
    
    Committed Loans.
    
    
    13Section 2.2
    
    Borrowings, Conversions and Continuations of Committed Loans.
    
    
    14Section 2.3
    
    Letters of Credit.
    
    
    15Section 2.4
    
    Swing Line Loans.
    
    
    20Section 2.5
    
    Prepayments.
    
    
    22Section 2.6
    
    Reduction or Termination of Commitments.
    
    
    23Section 2.7
    
    Repayment of Loans.
    
    
    23Section 2.8
    
    Interest.
    
    
    23Section 2.9
    
    Fees.
    
    
    24Section 2.10
    
    Computation of Interest and Fees.
    
    
    24Section 2.11
    
    Evidence of Debt.
    
    
    24Section 2.12
    
    Payments Generally.
    
    
    25Section 2.13
    
    Extension of Maturity Date.
    
    
    26Section 2.14
    
    Sharing of Payments.
    
    
    26Section 2.15
    
    Guaranty.
    
    
    27ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    29Section 3.1
    
    Taxes.
    
    
    29Section 3.2
    
    Illegality.
    
    
    30Section 3.3
    
    Inability to Determine Rates.
    
    
    30Section 3.4
    
    Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Committed Loans.
    
    
    30Section 3.5
    
    Funding Losses.
    
    
    31Section 3.6
    
    Matters Applicable to all Requests for Compensation.
    
    
    31Section 3.7
    
    Survival.
    
    
    31ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    32Section 4.1
    
    Conditions of Initial Credit Extension.
    
    
    32Section 4.2
    
    Conditions to all Credit Extensions and Conversions and Continuations.
    
    
    33ARTICLE V REPRESENTATIONS AND WARRANTIES
    
    
    33Section 5.1
    
    Existence, Qualification and Power; Compliance with Laws.
    
    
    33Section 5.2
    
    Authorization; No Contravention.
    
    
    33Section 5.3
    
    Governmental Authorization.
    
    
    34Section 5.4
    
    Binding Effect.
    
    
    34Section 5.5
    
    Financial Statements; No Material Adverse Effect.
    
    
    34Section 5.6
    
    Litigation.
    
    
    34Section 5.7
    
    No Default.
    
    
    34Section 5.8
    
    Ownership of Property; Liens.
    
    
    34Section 5.9
    
    Environmental Compliance.
    
    
    35
 ii




---



##### 



Section 5.10
    
    Insurance.
    
    
    35Section 5.11
    
    Taxes.
    
    
    35Section 5.12
    
    ERISA Compliance.
    
    
    35Section 5.13
    
    Subsidiaries.
    
    
    35Section 5.14
    
    Disclosure.
    
    
    35Section 5.15
    
    Compliance with Laws.
    
    
    36Section 5.16
    
    Margin Regulations; Investment Company Act; Public Utility Holding Company Act.
    
    
    36Section 5.17
    
    Tax Shelter Regulations.
    
    
    36Section 5.18
    
    Rights in Collateral; Priority of Liens.
    
    
    36Section 5.19
    
    Equipment.
    
    
    36ARTICLE VI AFFIRMATIVE COVENANTS
    
    
    37Section 6.1
    
    Financial Statements.
    
    
    37Section 6.2
    
    Certificates; Other Information.
    
    
    37Section 6.3
    
    Notices.
    
    
    38Section 6.4
    
    Payment of Obligations.
    
    
    39Section 6.5
    
    Preservation of Existence, Etc.
    
    
    39Section 6.6
    
    Maintenance of Properties.
    
    
    39Section 6.7
    
    Maintenance of Insurance.
    
    
    39Section 6.8
    
    Compliance with Laws.
    
    
    39Section 6.9
    
    Books and Records.
    
    
    39Section 6.10
    
    Inspection Rights.
    
    
    40Section 6.11
    
    Use of Proceeds.
    
    
    40Section 6.12
    
    Financial Covenants.
    
    
    40Section 6.13
    
    Additional Borrowers and Guarantors.
    
    
    40Section 6.14
    
    Collateral Records.
    
    
    41Section 6.15
    
    Security Interests.
    
    
    41ARTICLE VII NEGATIVE COVENANTS
    
    
    41Section 7.1
    
    Liens.
    
    
    41Section 7.2
    
    Investments.
    
    
    42Section 7.3
    
    Indebtedness.
    
    
    42Section 7.4
    
    Fundamental Changes.
    
    
    43Section 7.5
    
    Dispositions.
    
    
    43Section 7.6
    
    Restricted Payments.
    
    
    44Section 7.7
    
    Change in Nature of Business.
    
    
    44Section 7.8
    
    Transactions with Affiliates.
    
    
    44Section 7.9
    
    Margin Regulations.
    
    
    44Section 7.10
    
    Change of Control.
    
    
    45Section 7.11
    
    CommerzBank Debt.
    
    
    45ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
    
    
    45Section 8.1
    
    Events of Default.
    
    
    45Section 8.2
    
    Remedies Upon Event of Default.
    
    
    47Section 8.3
    
    Application of Funds.
    
    
    47ARTICLE IX ADMINISTRATIVE AGENT
    
    
    48Section 9.1
    
    Appointment and Authorization of Administrative Agent.
    
    
    48Section 9.2
    
    Delegation of Duties.
    
    
    48Section 9.3
    
    Liability of Administrative Agent.
    
    
    48Section 9.4
    
    Reliance by Administrative Agent.
    
    
    48Section 9.5
    
    Notice of Default.
    
    
    49Section 9.6
    
    Credit Decision; Disclosure of Information by Administrative Agent.
    
    
    49Section 9.7
    
    Indemnification of Administrative Agent.
    
    
    50
 iii




---



##### 



Section 9.8
    
    Administrative Agent in its Individual Capacity.
    
    
    50Section 9.9
    
    Successor Administrative Agent.
    
    
    50Section 9.10
    
    Administrative Agent May File Proofs of Claim.
    
    
    51Section 9.11
    
    Guaranty Matters.
    
    
    51Section 9.12
    
    Collateral Matters.
    
    
    51Section 9.13
    
    No Fiduciary Responsibility.
    
    
    52ARTICLE X MISCELLANEOUS
    
    
    53Section 10.1
    
    Amendments, Etc.
    
    
    53Section 10.2
    
    Notices and Other Communications; Facsimile Copies.
    
    
    54Section 10.3
    
    No Waiver; Cumulative Remedies.
    
    
    54Section 10.4
    
    Attorney Costs, Expenses and Taxes.
    
    
    54Section 10.5
    
    Indemnification by Borrower.
    
    
    55Section 10.6
    
    Payments Set Aside.
    
    
    55Section 10.7
    
    Successors and Assigns.
    
    
    56Section 10.8
    
    Confidentiality.
    
    
    58Section 10.9
    
    Set-off.
    
    
    58Section 10.10
    
    Interest Rate Limitation.
    
    
    59Section 10.11
    
    Counterparts.
    
    
    59Section 10.12
    
    Integration.
    
    
    59Section 10.13
    
    Survival of Representations and Warranties.
    
    
    59Section 10.14
    
    Severability.
    
    
    59Section 10.15
    
    Governing Law; Submission to Jurisdiction.
    
    
    59Section 10.16
    
    Waiver of Right to Trial by Jury.
    
    
    60Section 10.17
    
    USA Patriot Act Notice.
    
    
    60Section 10.18
    
    Time of the Essence.
    
    
    60Section 10.19
    
    Right To Terminate.
    
    
    60
 iv




---



##### 



SIGNATURESS-1SCHEDULES2.1
    
    Commitments and Pro Rata Shares5.6
    
    Litigation5.9
    
    Environmental Matters5.13
    
    Subsidiaries7.1
    
    Existing Liens7.3
    
    Existing Indebtedness10.2
    
    Addresses for NoticesEXHIBITSForm ofA
    
    Committed Loan NoticeB
    
    Swing Line Loan NoticeC
    
    NoteD
    
    Compliance CertificateE
    
    Assignment and Assumption AgreementF
    
    Additional Borrower Joinder Supplement
 v




---



##### 



AMENDED AND RESTATED CREDIT AGREEMENT
 Agreement Borrower Lenders Lender ,
       Additional Borrower
 Additional Borrower Joinder Supplement EXHIBIT F
 Administrative Agent
 Administrative Agents Office Schedule 10.2
 Affiliate
 Agent-Related Persons
 Aggregate Commitments  Aggregate Commitments Decrease 0
 Agreement 0
 Applicable Margin 0
 1




---



##### 



Applicable MarginMinimum EBITDA for the
    
    
    
    
    
    
    Letter of Credit 
Fees/Eurodollar
    
    

    Base Rate 
CommittedPricing
    



    four (4)quarters ending on
the
    
    
    Commitment Fee
    
    
    Committed Loans
    
    
    LoansLevel
    



the date of calculation:
    
    
    (in bps)
    
    
    (in bps)
    
    
    (in bps)1
    
    £$
    25,000,000
    
    
    
    37.5
    
    
    
    200
    
    
    
    02
    
    >$
    25,000,000
    
    
    
    25
    
    
    
    175
    
    
    
    03
    
    >$
    35,000,000
    
    
    
    25
    
    
    
    150
    
    
    
    04
    
    >$
    50,000,000
    
    
    
    20
    
    
    
    125
    
    
    
    0
 0 provided however
 Applicable Rate
 Arranger
 Asset Coverage Ratio plus
 Assignment and Assumption Agreement Exhibit E
 Attorney Costs
 Attributable Indebtedness
 Audited Financial Statements
 Availability Period 0 0
 Bank of America
 Base Rate 1 2
 Base Rate Committed Loan
 Base Rate Loan
 Borrower
 Borrowing
 2




---



##### 



Business Day
 Cash Collateralize 0
 Change of Control
 option right and
  Closing Date 0 0 0
 Code
 Collateral
 Collateral Documents
 CommerzBank Debt
 Commitment Section 2.1 Schedule 2.1
 Committed Borrowing Section 2.1
 Committed Loan 0
 Committed Loan Notice 0 Exhibit A
 3




---



##### 



Compliance Certificate Exhibit
D
 Contractual Obligation
 Control
 Converted Borrowings 0
 Credit Extension
 Debtor Relief Laws
 Default
 Default Rate
 Defaulting Lender
 Disposition Dispose
 Dollar $
 Domestic Book Accounts Receivable
 Domestic Book Inventory
 Domestic Debt
 Domestic Subsidiaries
 EBITDA
 Eligible Assignee 0
 Environmental Laws
 Environmental Liability
 4




---



##### 



ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar Base Rate
 Eurodollar Rate
 Eurodollar Rate  =
    
    Eurodollar Base Rate1.0  Eurodollar Reserve Percentage
  Eurodollar Base Rate
    Eurodollar Reserve Percentage
 5




---



##### 



Eurodollar Rate Committed Loan
 Event of Default 0
 Federal Funds Rate provided
 Fee Letter
 Fixed Charge Coverage Ratio minus plus plus plus
 Foreign Borrowers
 Foreign Credit Facility
 Foreign Credit Facility Increase 0
 Foreign Credit Facility Aggregate Commitments
 FRB
 GAAP
 Governmental Authority
 Guarantee
 6




---



##### 



Guarantor
 Guaranty
 Hazardous Materials
 Indebtedness
         Indemnified Liabilities 0
 Indemnitees 0
 Information 0
 Interest Payment Date
 Interest Period
 7




---



##### 



provided
    International Debt
 Investment
 IRS
 ISP 0
 Laws
 L/C Advance
 L/C Borrowing
 L/C Credit Extension
 L/C Issuer
 L/C Obligations
 Lender
 Lending Office Schedule 10.2
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date
 8




---



##### 



Letter of Credit Sublimit
 Lien
 Loan 0
 Loan Documents
 Loan Parties
 Material Adverse Effect
 Material Domestic Entity
 Material Foreign Entity
 Maturity Date 0 0
 Multiemployer Plan
 Note Exhibit C
 Obligations
 Organization Documents
 Outstanding Amount
 Participant 0
 9




---



##### 



PBGC
 Pension Plan
 Person
 Plan
 Post Closing Agreement
 Pro Rata Share 0, 0 Schedule 2.1
 Register 0.
 Reportable Event
 Request for Credit Extension
 Required Lenders 0 provided
 Responsible Officer
 Restricted Payment
 Subordinated Liabilities
 Subsidiary
 10




---



##### 



Swap Contract
 Swap Termination Value
 Swing Line 0
 Swing Line Borrowing 0
 Swing Line Lender
 Swing Line Loan 0
 Swing Line Loan Notice 0 Exhibit B
 Swing Line Sublimit
 Synthetic Lease Obligation
 Taxes 0
 Threshold Amount
 Total Funded Debt
 Total Liabilities
 Total Outstandings
 Type
 Unfunded Pension Liability
 United States U.S.
 Unreimbursed Amount 0
 Section 1.2 Other Interpretive Provisions.
  11




---



##### 



herein hereto hereof hereunder including documents
 from from and including to until to but excluding through to and
including
  Section 1.3 Accounting Terms.
 except
 provided that
 Section 1.4 Rounding.
  Section 1.5 References to Agreements and Laws.
  Section 1.6 Times of Day.
  12




---



##### 



Section 1.7 Letter of Credit Amounts.
  ARTICLE II
 THE COMMITMENTS AND CREDIT EXTENSIONS.
 Section 2.1 Committed Loans.
 provided however 0 0 0
     Exhibit C
 13




---



##### 



Section 2.2 Borrowings, Conversions and Continuations of Committed Loans.
 00 0 0
 0 0 provided however first second
 0
  14




---



##### 



Section 2.3 Letters of Credit.
 The Letter of Credit Commitment
 0: provided plus plus
       00
 15




---



##### 



Procedures for Issuance and Amendment of Letters of Credit
  times
   16




---



##### 



Drawings and Reimbursements; Funding of Participations
 Honor Date Unreimbursed Amount 0 000 provided
 000 000
 0 000 0
 00
 00
 17




---



##### 



00 000
 Repayment of Participations
 00
 00 0
 Obligations Absolute
     18




---



##### 



Role of L/C Issuer provided however 00 provided however
 Cash Collateral Cash Collateralize
 Applicability of ISP98 and UCP ICC
 19




---



##### 



Letter of Credit Fees times times
 Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer
 Conflict with Letter of Credit Application
 Section 2.4 Swing Line Loans.
 The Swing Line Swing Line Loan provided however plus plus 0 0 0 times
 Borrowing Procedures 00
 20




---



##### 



0 0
 Refinancing of Swing Line Loans .
 0 0 000
 000 000
 00 000
 00
 21




---



##### 



00 00 0
 Repayment of Participations
  0
 Interest for Account of Swing Line Lender 0 0
 Payments Directly to Swing Line Lender
 Section 2.5 Prepayments.
 provided 0
  22




---



##### 



provided
 00
 Section 2.6 Reduction or Termination of Commitments.
 provided
 Section 2.7 Repayment of Loans.
   Section 2.8 Interest.
 plus plus plus
   23




---



##### 



Section 2.9 Fees.
 0
 Commitment Fee times 0
 Agency Fees Fee Letter
 Lenders Upfront Fee
 Other Fees
 Section 2.10 Computation of Interest and Fees.
 provided 0
 Section 2.11 Evidence of Debt.
  24




---



##### 



Section 2.12 Payments Generally.
     Compensation Period
 25




---



##### 



0 0
   Section 2.13 Extension of Maturity Date.
  Consenting Lenders Extension Effective
Date 0 0 0 0 0
 0 0
 Section 2.14 Sharing of Payments.
  26




---



##### 



provided however 0 0
 Section 2.15 Guaranty.
 :
     solely in its capacity as a guarantor as a guarantor
    27




---



##### 



solely as guarantor under this Section
 28




---



##### 



ARTICLE III
 TAXES, YIELD PROTECTION AND ILLEGALITY
 Section 3.1 Taxes.
 excluding Taxes
  29




---



##### 



Other Taxes
  00
 Section 3.2 Illegality.
 0
 Section 3.3 Inability to Determine Rates.
  Section 3.4 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate
Committed Loans.
  30




---



##### 



0
  Section 3.5 Funding Losses.
     0
 Section 3.6 Matters Applicable to all Requests for Compensation.
 0
 Section 3.7 Survival.
 0
 31




---



##### 



ARTICLE IV
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 Section 4.1 Conditions of Initial Credit Extension.
         0 0 0
   32




---



##### 



Section 4.2 Conditions to all Credit Extensions and Conversions and Continuations.
  0 0 0 0
     ARTICLE V
 REPRESENTATIONS AND WARRANTIES
  Section 5.1 Existence, Qualification and Power; Compliance with Laws.
  Section 5.2 Authorization; No Contravention.
  33




---



##### 



Section 5.3 Governmental Authorization.
  Section 5.4 Binding Effect.
  Section 5.5 Financial Statements; No Material Adverse Effect.
    Section 5.6 Litigation.
 Schedule 5.6
 Section 5.7 No Default.
  Section 5.8 Ownership of Property; Liens.
 0
 34




---



##### 



Section 5.9 Environmental Compliance.
 Schedule 5.9
 Section 5.10 Insurance.
  Section 5.11 Taxes.
  Section 5.12 ERISA Compliance
    Section 5.13 Subsidiaries.
 Part (a) Schedule 5.13 Part(b) Schedule 5.13
 Section 5.14 Disclosure.
  35




---



##### 



Section 5.15 Compliance with Laws.
  Section 5.16 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.
   Section 5.17 Tax Shelter Regulations.
 .
 Section 5.18 Rights in Collateral; Priority of Liens .
  Section 5.19 Equipment.
   36




---



##### 



ARTICLE VI
 AFFIRMATIVE COVENANTS
 0 0 0 0
 Section 6.1 Financial Statements.
    Section 6.2 Certificates; Other Information.
  0
 0 0
  37




---



##### 



Section 6.3 Notices.
     38




---



##### 



00
 Section 6.4 Payment of Obligations.
  Section 6.5 Preservation of Existence, Etc.
 0 0
 Section 6.6 Maintenance of Properties.
  Section 6.7 Maintenance of Insurance.
  Section 6.8 Compliance with Laws.
  Section 6.9 Books and Records.
  39




---



##### 



Section 6.10 Inspection Rights.
 provided however provided further, however
 Section 6.11 Use of Proceeds.
  Section 6.12 Financial Covenants.
  Leverage Ratio
 Fixed Charge Coverage Ratio
  Asset Coverage Ratio
 Section 6.13 Additional Borrowers and Guarantors.
 0
 0
 40




---



##### 



Section 6.14 Collateral Records.
  Section 6.15 Security Interests.
  ARTICLE VII
 NEGATIVE COVENANTS
  Section 7.1 Liens.
        41




---



##### 



0
 0 provided
 Section 7.2 Investments.
       Section 7.3.
 Section 7.3 Indebtedness.
   Schedule 7.3
  provided
 42




---



##### 



0 provided,
however,
 Section 7.4 Fundamental Changes.
  provided provided provided further
 provided provided further
  Section 7.5 Dispositions.
     43




---



##### 



provided
 Section 7.4
  provided however
 Section 7.6 Restricted Payments.
     provided
  Section 7.7 Change in Nature of Business.
  Section 7.8 Transactions with Affiliates.
 provided
 Section 7.9 Margin Regulations.
  44




---



##### 



Section 7.10 Change of Control .
  Section 7.11 CommerzBank Debt.
  ARTICLE VIII
 EVENTS OF DEFAULT AND REMEDIES
 Section 8.1 Events of Default.
  Non-Payment
 Specific Covenants Section 6.5 Section 6.12 Article VII
 Other Defaults
 Section 6.1 Section 6.2
   Representations and Warranties
 Cross-Default
 45




---



##### 



Insolvency Proceedings, Etc
 Inability to Pay Debts; Attachment
 Judgments
 ERISA
 Invalidity of Loan Documents 0
 Material Adverse Effect
 46




---



##### 



Section 8.2 Remedies Upon Event of Default.
      provided however
 Section 8.3 Application of Funds.
 0 0
 First 0
 Second 0 Second
 Third Third
 Fourth Fourth
 Fifth
 Sixth Sixth
 Last
 Section 2.3(c) Fifth
 47




---



##### 



ARTICLE IX
 ADMINISTRATIVE AGENT
 Section 9.1 Appointment and Authorization of Administrative Agent.
 0
 0 0
 Section 9.2 Delegation of Duties.
  Section 9.3 Liability of Administrative Agent.
  48




---



##### 



Section 9.4 Reliance by Administrative Agent.
  0
 Section 9.5 Notice of Default.
 0 provided however
 Section 9.6 Credit Decision; Disclosure of Information by Administrative Agent.
  49




---



##### 



Section 9.7 Indemnification of Administrative Agent.
 provided however
 Section 9.8 Administrative Agent in its Individual Capacity
  Section 9.9 Successor Administrative Agent.
 provided
 50




---



##### 



0 0 0
 Section 9.10 Administrative Agent May File Proofs of Claim.
  0 0 0 0 0
  0 0
  Section 9.11 Guaranty Matters.
 0
 Section 9.12 Collateral Matters.
 0
  51




---



##### 



0
  0
 on
 0
  Section 9.13 No Fiduciary Responsibility.
  52




---



##### 



ARTICLE X
 MISCELLANEOUS
 Section 10.1 Amendments, Etc.
 provided however
 0 provided however 0 0 0
 0
  0 provided however
 0 0
    provided further
 53




---



##### 



Section 10.2 Notices and Other Communications; Facsimile Copies
 General Schedule 10.2 provided however 0
 Effectiveness of Facsimile Documents and Signatures provided however
 Limited Use of Electronic Mail
 Reliance by Administrative Agent and Lenders
 Section 10.3 No Waiver; Cumulative Remedies.
  Section 10.4 Attorney Costs, Expenses and Taxes.
  54




---



##### 



Section 10.5 Indemnification by Borrower .
 Indemnitees   Indemnified Liabilities) provided 0
 Section 10.6 Payments Set Aside.
  55




---



##### 



Section 10.7 Successors and Assigns.
  provided 0 0 0 0 0
 Register
 56




---



##### 



Participant provided provided 0 0 0 0 0 provided 0
 0 0
 provided
 00
 Eligible Assignee provided
 provided however 0 0
 57




---



##### 



Section 10.8 Confidentiality.
 provided
 Section 10.9 Set-off.
 provided however
 58




---



##### 



Section 10.10 Interest Rate Limitation.
  Section 10.11 Counterparts.
  Section 10.12 Integration.
 provided
 Section 10.13 Survival of Representations and Warranties.
  Section 10.14 Severability.
  Section 10.15 Governing Law; Submission to Jurisdiction.
 PROVIDED
  59




---



##### 



Section 10.16 Waiver of Right to Trial by Jury.
  Section 10.17
USA Patriot Act Notice.
 Section 10.18 Time of the Essence.
  Section 10.19 Right To Terminate.
   60




---



##### 



,
 MICROS SYSTEMS, INC.By:Name:Title:DV TECHNOLOGY HOLDINGS CORPORATIONBy:Name:Title:DATAVANTAGE CORPORATIONBy:Name:Title:
 MSI DELAWARE, LLC
By: Micros Systems, Inc. its sole memberBy:Name:Title:MICROS FIDELIO NEVADA, LLC
By: Micros Systems, Inc. its sole memberBy:Name:Title:
 MICROS-FIDELIO WORLDWIDE, INC.By:Name:Title:
 S-1




---



##### 



JTECH COMMUNICATIONS, INC.By:Name:Title:
 S-2




---



##### 



BANK OF AMERICA, N.A.,as Administrative AgentBy:Name:Title:BANK OF AMERICA, N.A., as a LenderBy:Name:Title:WACHOVIA BANK, NATIONAL ASSOCIATION, as a LenderBy:Name: Lucy C. CampbellTitle: Vice PresidentUS BANK, as a LenderBy:Name:Title:
 S-3




---



##### 



SCHEDULE 2.1
 COMMITMENTS  AND PRO RATA SHARES
 Lender
    
    Commitment
    
    Pro Rata ShareBank of America, N.A.
    
    $
    
    46.15%Wachovia Bank, N.A.
    
    $
    
    38.46%US Bank
    
    $
    
    15.39%Total
    
    $30,000,000.00
    
    100.00000000%




---



##### 



SCHEDULE 5.6
 LITIGATION




---



##### 



SCHEDULE 5.9
 ENVIRONMENTAL MATTERS




---



##### 



SUBSIDIARIES
AND OTHER EQUITY INVESTMENTS
 Subsidiaries.




---



##### 



SCHEDULE 7.1
 EXISTING LIENS




---



##### 



SCHEDULE 7.3
 EXISTING INDEBTEDNESS




---



##### 



SCHEDULE 10.2
 ADDRESSES FOR NOTICES
 BORROWER
 
 ADMINISTRATIVE AGENT
 (For Payments and Requests for Credit Extensions)          debbie.m.chapman@bankofamerica.com
 remberto.marquez@bankofamerica.com
 STANDBY LETTERS OF CREDIT
 michael.a.grizzanti@bankofamerica.com
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COMMERCIAL LETTERS OF CREDIT
 theodore.t.georgiades@bankofamerica.com
 BANK OF AMERICA, N.A., AS LENDER
 barbara.levy@bankofamerica.com
 US BANK, N.A., AS LENDER
 
 2




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WACHOVIA BANK, NATIONAL ASSOCIATION, AS LENDER
 
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EXHIBIT A
 FORM OF COMMITTED LOAN NOTICE
    Credit Agreement Borrower
  oA Borrowing of Committed Loans           oA conversion or continuation of Committed Loans1.
    
    On (a Business Day).2.
    
    In the amount of $.3.
    
    Comprised of .[Type of Committed Loan requested]4.
    
    For Eurodollar Rate Committed Loans: with an Interest Period of   ___months.
  MICROS SYSTEMS, INC.By:Name:Title:nbsp;t
  A-1




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EXHIBIT B
 FORM OF SWING LINE LOAN NOTICE
    Credit Agreement Borrower
  1.
    
    On_____(a Business Day).2.
    
    In the amount of $_____.
  MICROS SYSTEMS, INC.By:Name:Title:
  B-1




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EXHIBIT C
 FORM OF NOTE
  Borrower Lender Agreement
     MICROS SYSTEMS, INC.By:Name:Title:DV TECHNOLOGY HOLDINGS CORPORATIONBy:Name:Title:
  C-1




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DATAVANTAGE CORPORATIONBy:Name:Title:MICROS FIDELIO NEVADA, LLCBy: Micros Systems, Inc. its sole memberBy:Name:Title:MSI DELAWARE, LLCBy: Micros Systems, Inc., its sole memberBy:Name:Title:MICROS FIDELIO WORLDWIDE, INC.By:Name:Title:
  C-2




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LOANS AND PAYMENTS WITH RESPECT THERETO
 Amount of
    
    OutstandingEnd of
    
    Principal or
    
    PrincipalType of Loan
    
    Amount of
    
    Interest
    
    Interest Paid
    
    Balance This
    
    NotationDate
    
    Made
    
    Loan Made
    
    Period
    
    This Date
    
    Date
    
    Made By
  C-3




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EXHIBIT D
 FORM OF COMPLIANCE CERTIFICATE
    Reference is made to that certain Amended and Restated Credit Agreement, dated as of ___
___, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the Agreement; the terms defined therein being used herein as therein defined),
among MICROS Systems, Inc, et al (Borrower), Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent.
  [Use following for fiscal year-end financial statements]
 Schedule 1
 [Use following for fiscal quarter-end financial statements]
 Schedule 1
   [select one:]
  or
  .
 Schedule 2
 IN WITNESS WHEREOF,
  E-1




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MICROS SYSTEMS, INC.By:Name:Title:
  E-2




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Statement Date
 SCHEDULE 2
 I.
    
    Section 6.12(a)  Leverage Ratio.A.
    
    Total Funded Debt (Domestic Debt only)1.
    
    
    Domestic Debt
    
    
    $B..
    
    EBITDA1.
    
    
    net income
    
    
    $2.
    
    
    less income or plus loss from discontinued
operations and extraordinary items, plus
    
    
    $3.
    
    
    income taxes, plus
    
    
    $4.
    
    
    interest expense, plus
    
    
    $5.
    
    
    depreciation, depletion and amortization
    
    
    $6.
    
    
    Total EBITDA
    
    
    $C.
    
    Ratio (Line I.A.1 to Line I.B.6)_______________ to 1.0Maximum allowed: 2.0 to 1.0.II.
    
    Section 6.12(b)  Fixed Charge Coverage Ratio.A.
    
    EBITDA1.
    
    
    EBITDA (Line I.B.6)
    
    
    
    
    
    
    
    
    $B.
    
    Fixed Charges1.
    
    
    interest expense, plus
    
    
    
    
    
    
    
    
    $2.
    
    
    the current portion of long term liabilities, plus
    
    
    
    
    
    
    
    
    $3.
    
    
    capital expenditures plus
    
    
    
    
    
    
    
    
    $4.
    
    
    dividends paid
    
    
    
    
    
    
    
    
    $5.
    
    
    Total Fixed Charges
    
    
    
    
    
    
    
    
    $C.
    
    Ratio (Line II.A.1 to Line II.B.5)_______________ to 1.0Minimum Required: 1.25 to 1.0.
  E-3




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III.
    
    Section 6.12(c)  Asset Coverage Ratio.A.
    
    The aggregate of1.
    
    Domestic Book Net Accounts Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    $______2.

    
    Domestic Book Net Inventory (capped at $10,000,000)
    
    
    
    
    
    
    
    
    
    
    
    
    $______3.
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    $______B.
    
    The aggregate of1.

    
    International Debt
    
    
    
    
    
    $______2.
    
    Domestic Debt
    
    
    
    
    
    $______3.

    
    Total Funded Debt
    
    
    
    
    
    $______C.
    
    Ratio (Line III.A.3 to Line III.B.3) _______________ to 1.0Mini
    
    mum Required: 1.0 to 1.0.
  E-4




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EXHIBIT E
 ASSIGNMENT AND ASSUMPTION AGREEMENT
 Assignment [Insert name of Assignor] Assignor [Insert name of Assignee] Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:
    
    _________2.
    
    Assignee:
    
    _________[and is an Affiliate of Assignor]3.
    
    Borrower(s):
    
    _________4.
    
    Administrative Agent: Bank of America, N. A., as Administrative Agent under the Credit Agreement5.
    
    Credit Agreement: The Amended and Restated Credit Agreement, dated as of ______________ ___,2005 among MICROS Systems, Inc., et al, Lenders parties thereto, and Administrative Agent
 SCHEDULE 1
 AggregateAmount of
    
    Amount of
    
    PercentageCommitment/Loans
    
    Commitment/Loans
    
    Assigned ofFacility Assigned
    
    For all Lenders
    
    Assigned
    
    Commitment/Loans$______
    
    
    
    $______
    
    
    
    ______%$______
    
    
    
    $______
    
    
    
    ______%$______
    
    
    
    $______
    
    
    
    ______%
   F-1




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ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title:
 [Consented to and]
 Bank of America, N.A., asAdministrative AgentBy:Title:[Consented to:][Name of Borrower(s)]By:Title:
  F-2




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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT
 
  Assignor
 Assignee
 Assignees Address for Notices, etc.
 Payments
 General Provisions
  F-3




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SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION AGREEMENT
 ADMINISTRATIVE DETAILS
 (ASSIGNEE TO LIST NAMES OF CREDIT CONTACTS, ADDRESSES, PHONE AND FACSIMILE NUMBERS, ELECTRONIC
MAIL ADDRESSES AND ACCOUNT AND PAYMENT INFORMATION)




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EXHIBIT F
 ADDITIONAL BORROWER JOINDER SUPPLEMENT
   Credit Agreement
   Inventory




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Accounts Receivable Related
Contracts
       6




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(i) a certificate of good standing certified by the Secretary of State, or
otherappropriate Governmental Authority, of the state of formation of the
Additional Borrower;(ii) a certified copy from the appropriate Governmental Authority underwhich
the Additional Borrower is organized, of the Additional Borrowers organizational
documentsand all recorded amendments thereto;(iii) a certificate of qualification to do business certified by the Secretary
ofState or other Governmental Authority of each jurisdiction in which the
Additional Borrowerconducts business; and(iv) a certificate dated as of the date of this Agreement by the Secretary oran Assistant Secretary of the Additional Borrower covering:(A) true and complete copies of the Additional Borrowersorganizational and
governing documents and all amendments thereto;(B) true and complete copies of the resolutions of its Board ofDirectors
authorizing (1) the execution, delivery and performance of the Loan Documents towhich it is a party, (2) the borrowings hereunder, and (3) the granting of the Liens
contemplatedby this Agreement and the Loan Documents to which the Additional
Borrower is a party;(C) the incumbency, authority and signatures of the officers of theAdditional
Borrower authorized to sign this Agreement and the other Loan Documents to whichthe
Additional Borrower is a party; and(D) the identity of the Additional Borrowers current directors,common stock
holders and other equity holders, as well as their respective percentage ownershipinterests.
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WITNESS:
    
    Additional Borrower__________________
    
    By:_____________________(SEAL)Name:Title:WITNESS:
    
    MICROS SYSTEMS, INC._____________________
    
    By:_____________________(SEAL)Name:Title:WITNESS:
    
    BANK OF AMERICA, N. A.,in its capacity as Administrative Agent_____________________
    
    By:_____________________(SEAL)Name:Title:WITNESS:
    
    BANK OF AMERICA, N. A.,in its capacity as a Lender_____________________
    
    By:_____________________(SEAL)Name:Title:WITNESS:[Other Lenders]_____________________
    
    By:_____________________(SEAL)Name:Title:
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SCHEDULE I
 LOCATION OF COLLATERAL
     10




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SCHEDULE II
 JURISDICTION OF ORGANIZATION
 11