##### 



Exhibit 10Y
   AMENDED AND RESTATED CREDIT AGREEMENT
 
 MICROS-FIDELIO (IRELAND) LTD.
MICROS-FIDELIO SYSTEMS (UK) LTD.
MICROS-FIDELIO ESPAÑA S.L.
MICROS FIDELIO (CANADA), LTD.
MICROS-FIDELIO BRAZIL, LTDA.
MICROS-FIDELIO FRANCE S.A.S.
HOSPITALITY TECHNOLOGIES, S.A.
MICROS-FIDELIO MEXICO S.A. DE C.V.
MICROS SYSTEMS HOLDING GMBH
MICROS-FIDELIO GMBH
MICROS-FIDELIO SOFTWARE PORTUGAL UNIPESSOAL LDA
MICROS-FIDELIO (THAILAND) CO., LTD.
MICROS-FIDELIO SINGAPORE PTE LTD.
MICROS-FIDELIO SOFTWARE (PHILIPPINES), INC.
MICROS-FIDELIO JAPAN LTD.
MICROS-FIDELIO AUSTRALIA PTY. LTD.
MICROS-FIDELIO HONG KONG, LTD.
FIDELIO NORDIC NORWAY A/S
FIDELIO NORDIC OY
FIDELIO NORDIC SVERIGE, A.B.
HOTELBK, A.B.,
 BANK OF AMERICA, N.A.,
    BANC OF AMERICA SECURITIES LLC,




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##### 



TABLE OF CONTENTS
 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    5Section 1.1 Defined Terms.
    
    
    5Section 1.2 Other Interpretive Provisions.
    
    
    16Section 1.3 Accounting Terms.
    
    
    16Section 1.4 Rounding.
    
    
    16Section 1.5 References to Agreements and Laws.
    
    
    16Section 1.6 Letter of Credit Amounts.
    
    
    17ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS.
    
    
    17Section 2.1 Committed Loans.
    
    
    17Section 2.2 Borrowings, Conversions and Continuations of Committed Loans.
    
    
    18Section 2.3 Letters of Credit.
    
    
    19Section 2.4 Swing Line Loans.
    
    
    25Section 2.5 Usage of funds deriving from any Commitments and/or Credit Extensions.
    
    
    27Section 2.6 Prepayments.
    
    
    27Section 2.7 Reduction or Termination of Commitments.
    
    
    28Section 2.8 Repayment of Loans.
    
    
    28Section 2.9 Interest.
    
    
    28Section 2.10 Fees.
    
    
    28Section 2.11 Computation of Interest and Fees.
    
    
    29Section 2.12 Evidence of Debt.
    
    
    29Section 2.13 Payments Generally.
    
    
    30Section 2.14 Extension of Maturity Date.
    
    
    31Section 2.15 Sharing of Payments.
    
    
    31Section 2.16 Guaranty.
    
    
    32ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    34Section 3.1 Taxes.
    
    
    34Section 3.2 Illegality.
    
    
    35Section 3.3 Inability to Determine Rates.
    
    
    35Section 3.4 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar RateCommitted Loans and Optional Currency Rate Committed Loans.
    
    
    35Section 3.5 Funding Losses.
    
    
    36Section 3.6 Matters Applicable to all Requests for Compensation.
    
    
    36Section 3.7 Survival.
    
    
    36ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    37Section 4.1 Conditions of Initial Credit Extension.
    
    
    37Section 4.2 Conditions to all Credit Extensions and Conversions and Continuations.
    
    
    38ARTICLE V REPRESENTATIONS AND WARRANTIES
    
    
    38Section 5.1 Existence, Qualification and Power; Compliance with Laws.
    
    
    38Section 5.2 Authorization; No Contravention.
    
    
    39Section 5.3 Governmental Authorization.
    
    
    39Section 5.4 Binding Effect.
    
    
    39Section 5.5 Financial Statements; No Material Adverse Effect.
    
    
    39Section 5.6 Litigation.
    
    
    39Section 5.7 No Default.
    
    
    39Section 5.8 Ownership of Property; Liens.
    
    
    40Section 5.9 Environmental Compliance.
    
    
    40Section 5.10 Insurance.
    
    
    40




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##### 



Section 5.11 Taxes.
    
    
    40Section 5.12 ERISA Compliance.
    
    
    40Section 5.13 Subsidiaries.
    
    
    41Section 5.14 Disclosure.
    
    
    41Section 5.15 Compliance with Laws.
    
    
    41Section 5.16 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.
    
    
    41Section 5.17 Tax Shelter Regulations.
    
    
    41Section 5.18 Rights in Collateral; Priority of Liens.
    
    
    41Section 5.19 Equipment.
    
    
    42ARTICLE VI AFFIRMATIVE COVENANTS
    
    
    42Section 6.1 Financial Statements.
    
    
    42Section 6.2 Certificates; Other Information.
    
    
    42Section 6.3 Notices.
    
    
    43Section 6.4 Payment of Obligations.
    
    
    44Section 6.5 Preservation of Existence, Etc.
    
    
    44Section 6.6 Maintenance of Properties.
    
    
    44Section 6.7 Maintenance of Insurance.
    
    
    44Section 6.8 Compliance with Laws.
    
    
    44Section 6.9 Books and Records.
    
    
    45Section 6.10 Inspection Rights.
    
    
    45Section 6.11 Use of Proceeds.
    
    
    45Section 6.12 Financial Covenants.
    
    
    45Section 6.13 Additional Borrowers and Guarantors.
    
    
    45Section 6.14 Collateral Records.
    
    
    46Section 6.15 Security Interests.
    
    
    46ARTICLE VII NEGATIVE COVENANTS
    
    
    46Section 7.1 Liens.
    
    
    46Section 7.2 Investments.
    
    
    47Section 7.3 Indebtedness.
    
    
    47Section 7.4 Fundamental Changes.
    
    
    48Section 7.5 Dispositions.
    
    
    48Section 7.6 Restricted Payments.
    
    
    49Section 7.7 Change in Nature of Business.
    
    
    49Section 7.8 Transactions with Affiliates.
    
    
    49Section 7.9 Margin Regulations.
    
    
    50Section 7.10 Change of Control.
    
    
    50Section 7.11 Commerzbank Debt.
    
    
    50ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
    
    
    50Section 8.1 Events of Default.
    
    
    50Section 8.2 Remedies Upon Event of Default.
    
    
    52Section 8.3 Application of Funds.
    
    
    52ARTICLE IX AGENT.
    
    
    53Section 9.1 Appointment and Authorization of Administrative Agent.
    
    
    53Section 9.2 Administrative Agent as Trustee under the laws of Ireland.
    
    
    53Section 9.3 Delegation of Duties.
    
    
    54Section 9.4 Liability of Administrative Agent.
    
    
    54Section 9.5 Reliance by Administrative Agent.
    
    
    54Section 9.6 Notice of Default.
    
    
    54Section 9.7 Credit Decision; Disclosure of Information by Administrative Agent.
    
    
    55Section 9.8 Indemnification of Administrative Agent.
    
    
    55Section 9.9 Administrative Agent in its Individual Capacity.
    
    
    55
 2




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Section 9.10 Successor Administrative Agent.
    
    
    56Section 9.11 Administrative Agent May File Proofs of Claim.
    
    
    56Section 9.12 Guaranty Matters.
    
    
    57Section 9.13 Collateral Matters.
    
    
    57Section 9.14 No Fiduciary Responsibility.
    
    
    58ARTICLE X MISCELLANEOUS
    
    
    58Section 10.1 Amendments, Etc.
    
    
    58Section 10.2 Notices and Other Communications; Facsimile Copies.
    
    
    59Section 10.3 No Waiver; Cumulative Remedies.
    
    
    60Section 10.4 Attorney Costs, Expenses and Taxes.
    
    
    60Section 10.5 Indemnification by Borrower.
    
    
    60Section 10.6 Payments Set Aside.
    
    
    61Section 10.7 Successors and Assigns.
    
    
    61Section 10.8 Confidentiality.
    
    
    63Section 10.9 Set-off.
    
    
    64Section 10.10 Interest Rate Limitation.
    
    
    64Section 10.11 Counterparts.
    
    
    64Section 10.12 Integration.
    
    
    64Section 10.13 Survival of Representations and Warranties.
    
    
    64Section 10.14 Severability.
    
    
    65Section 10.15 Governing Law; Submission to Jurisdiction.
    
    
    65Section 10.16 Waiver of Right to Trial by Jury.
    
    
    65Section 10.17 USA Patriot Act Notice.
    
    
    65Section 10.18 Time of the Essence.
    
    
    65Section 10.19 Right To Terminate.
    
    
    66Section 10.20 Limitation for German Companies.
    
    
    66SIGNATURES            S-1
 SCHEDULES
 2.1
    
    
    Commitments and Pro Rata Shares5.6
    
    
    Litigation5.9
    
    
    Environmental Matters5.13
    
    
    Subsidiaries7.1
    
    
    Existing Liens7.3
    
    
    Existing Indebtedness10.2
    
    
    Addresses for Notices
 EXHIBITSForm ofA
    
    Committed Loan NoticeB
    
    Swing Line Loan NoticeC
    
    NoteD
    
    Compliance CertificateE
    
    Assignment and Assumption AgreementF
    
    Additional Borrower Joinder Supplement
 3




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AMENDED AND RESTATED CREDIT AGREEMENT
 Agreement Borrower Lenders Lender
       4




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##### 



ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
 Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the
meanings set forth below: Additional Borrower
 Additional Borrower Joinder Supplement EXHIBIT F
 Additional Guarantor 0
 Administrative Agent
 Administrative Agents Office Schedule 10.2
 Affiliate
 Agent-Related Persons
 Aggregate Commitments
 Aggregate Commitments Decrease 0
 Agreement 0
 Applicable Margin 0
 Applicable MarginLetter ofCreditMinimum EBITDA for
    
    
    
    
    
    Fees/Euro-
    
    
    
    
    
    Optionalthe four (4) quarters
    
    
    
    
    
    dollar
    
    Base Rate
    
    Currency RatePricing
    
    ending on the date of
    
    
    
    
    
    Committed
    
    Committed
    
    CommittedLevel
    
    calculation:
    
    Commitment Fee
    
    Loans
    
    Loans
    
    Loans1
    
    <$25,000,000
    
    
    37.5
    
    
    
    200
    
    
    
    0
    
    
    
    2002
    
    >$25,000,000
    
    
    25
    
    
    
    175
    
    
    
    0
    
    
    
    1753
    
    >$35,000,000
    
    
    25
    
    
    
    150
    
    
    
    0
    
    
    
    1504
    
    >$50,000,000
    
    
    20
    
    
    
    125
    
    
    
    0
    
    
    
    125
 0 provided however
 Applicable Rate
 5




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##### 



Applicable Time
 Arranger
 Asset Coverage Ratio
 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
 Business Day
 Cash Collateralize 0
 Change of Control
 option right
 6




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##### 



and
  Closing Date 0 0 0
 Code
 Collateral
 Collateral Documents
 Commerzbank Debt
 Commitment 0 Schedule 2.1
 Committed Borrowing 0
 Committed Loan 0
 Committed Loan Notice 0 Exhibit A
 Compliance Certificate Exhibit
D
 Contractual Obligation
 Control
 Converted Borrowings 0
 Credit Extension
 7




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##### 



Debtor Relief Laws
 Default
 Default Rate
 Defaulting Lender
 Disposition Dispose
 Dollar $
 Domestic Book Accounts Receivable
 Domestic Book Inventory
 Domestic Borrowers
 Domestic Credit Facility
 Domestic Credit Facility Aggregate Commitments
 Domestic Credit Facility Increase 0
 Domestic Debt
 Domestic Subsidiary
 EBITDA
 Eligible Assignee 0
 Environmental Laws
 Environmental Liability
 Equivalent Value
 8




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##### 



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
 9




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##### 



Eurodollar Rate Committed Loan
 Event of Default 0
  Examiner
 Federal Funds Rate provided
 Fee Letter
 Fixed Charge Coverage Ratio minus plus plus plus
 FRB
 Funding Reserves
 GAAP
 German Companies German Company
 Governmental Authority
 Guarantee
 10




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##### 



Guarantor
 Guaranty
 Hazardous Materials
 Honor Date 0
 Indebtedness
         Indemnified Liabilities 0
 Indemnitees 0
 Information 0
 Interest Payment Date provided however
 Interest Period provided
  11




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International Debt
 Investment
 IRS
 ISP 0.
 Laws
 L/C Advance
 L/C Borrowing
 L/C Credit Extension
 L/C Obligations plus
 Lender
 Lending Office Schedule 10.2
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date
 Letter of Credit Sublimit
 Lien
 12




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##### 



Loan 0
 Loan Documents
 Loan Parties
 Material Adverse Effect
 Material Domestic Entity
 Material Foreign Entity
 Maturity Date 0 0
 MICROS
 Multiemployer Plan
 Note Exhibit C Notes
 Obligations
 Optional Currency
 Optional Currency Rate
 Optional Currency Rate Committed Loan
 Organization Documents
 Outstanding Amount
 13




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##### 



Participant 0
 PBGC
 Pension Plan
 Person
 Plan
 Post Closing Agreement
 Pro Rata Share provided 0 0 Schedule 2.1
 Register 0
 Reportable Event
 Request for Credit Extension
 Required Lenders 0 provided
 Responsible Officer
 Restricted Payment
 Subordinated Liabilities
 Subsidiary
 14




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##### 



Swap Contract Master Agreement
 Swap Termination Value
 Swing Line 0.
 Swing Line Borrowing 0.
 Swing Line Loan 0
 Swing Line Loan Notice 0 Exhibit B
 Swing Line Sublimit
 Synthetic Lease Obligation
 Tangible Net Worth
 Taxes 0
 Threshold Amount
 Total Liabilities
 Total Funded Debt
 Total Outstandings
 Type
 Unfunded Pension Liability
 United States U.S.
 15




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##### 



Unreimbursed Amount
 Section 1.2 Other Interpretive Provisions.
   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.
  16




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##### 



Section 1.6 Letter of Credit Amounts.
  ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS.
 Section 2.1 Committed Loans.
 provided however 0 0 0
     17




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##### 



Exhibit C
 Section 2.2 Borrowings, Conversions and Continuations of Committed Loans.
 00 0 0
 0 0 provided however first second
  18




---



##### 



0 with the terms thereof due to
any such conversion.
   Section 2.3 Letters of Credit.
 The Letter of Credit Commitment
 0: provided plus plus
    19




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##### 



0
   Procedures for Issuance and Amendment of Letters of Credit
  20




---



##### 



times
   Drawings and Reimbursements; Funding of Participations
 0 0 000
 00(i) 000
 21




---



##### 



0 000 0
 00
 00
 00 000
 Repayment of Participations
 00
 22




---



##### 



00 0
 Obligations Absolute
       Role of L/C Issuer provided however
 23




---



##### 



00 provided however responsibility for further investigation, regardless of any
notice or
 Cash Collateral Cash Collateralize
 Applicability of ISP98 and UCP ICC
 Letter of Credit Fees times times
 Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer
 Conflict with Letter of Credit Application
 24




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##### 



Section 2.4 Swing Line Loans.
 The Swing Line Swing Line Loan provided however plus plus times
 Borrowing Procedures 00 0 0
 Refinancing of Swing Line Loans
 0
 25




---



##### 



0 000
 000 000
 00 000
 00 0
 Repayment of Participations
  0
 26




---



##### 



Interest for Account of Swing Line Lender Section 2.8 0
 Payments Directly to Swing Line Lender
 Section 2.5 Usage of funds deriving from any Commitments and/or Credit Extensions.
   Section 2.6 Prepayments.
 provided 0
 provided
 00
 27




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##### 



Section 2.7 Reduction or Termination of Commitments.
 provided
 Section 2.5 Repayment of Loans.
   Section 2.9 Interest.
 plus plus plus
   Section 2.10 Fees.
 0
 Commitment Fee times
 28




---



##### 



0
 Agency Fees Fee Letter
 Lenders Upfront Fee
 Other Fees
 Section 2.11
Computation of Interest and Fees.
 provided 0
 Section 2.12 Evidence of Debt.
   29




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##### 



Section 2.13 Payments Generally.
     Compensation Period
  0 0
 30




---



##### 



Section 2.14 Extension of Maturity Date.
  Consenting Lenders Extension Effective
Date 0 0 0 0 0
  Section 2.15 Sharing of Payments.
 provided however 0
 31




---



##### 



0
 Section 2.16 Guaranty.
      solely in its capacity as a guarantor as a guarantor
      32




---



##### 



solely as guarantor under this Section
    33




---



##### 



ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
 Section 3.1 Taxes.
 excluding Taxes
 Other Taxes
  34




---



##### 



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 and Optional Currency Rate Committed Loans.
  35




---



##### 



0
  Section 3.5 Funding Losses.
    
 0
 Section 3.6 Matters Applicable to all Requests for Compensation.
 0
 Section 3.7 Survival.
 0
 36




---



##### 



ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 Section 4.1 Conditions of Initial Credit Extension.
         0 0 0
   37




---



##### 



Sections 4.2 Conditions to all Credit Extensions and Conversions and Continuations.
  0 0 0 0
    0 0
 ARTICLE V
REPRESENTATIONS AND WARRANTIES
  Section 5.1 Existence, Qualification and Power; Compliance with Laws.
  38




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##### 



Section 5.2 Authorization; No Contravention.
  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.
  39




---



##### 



Section 5.8 Ownership of Property; Liens.
 0
 Section 5.9 Environmental Compliance.
 Schedule 5.9
 Section 5.10 Insurance.
  Section 5.11 Taxes.
  Section 5.12 ERISA Compliance.
    40




---



##### 



Section 5.13 Subsidiaries.
 Part (a) Schedule 5.13 Part(b) Schedule 5.13
 Section 5.14 Disclosure.
  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.
  41




---



##### 



Section 5.19 Equipment.
   ARTICLE VI
AFFIRMATIVE COVENANTS
 0 0 0 0
 Section 6.1 Financial Statements.
    Section 6.2 Certificates; Other Information.
  0
 42




---



##### 



0 0
      0
   Section 6.3 Notices.
  43




---



##### 



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.
  44




---



##### 



Section 6.9 Books and Records.
  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
 45




---



##### 



0
 Section 6.14 Collateral Records.
  Section 6.15 Security Interests.
  ARTICLE VII
NEGATIVE COVENANTS
  Section 7.1 Liens.
     46




---



##### 



0
 0 provided
 Section 7.2 Investments.
       0.
 Section 7.3 Indebtedness.
   Schedule 7.3
 47




---



##### 



provided
 0 provided,
however,
 Section 7.4 Fundamental Changes.
  provided provided provided further
 provided provided further
  Section 7.5 Dispositions.
  48




---



##### 



provided
 0
  provided however
 Section 7.6 Restricted Payments.
       Section 7.7 Change in Nature of Business.
  Section 7.8 Transactions with Affiliates.
  49




---



##### 



provided
 Section 7.9 Margin Regulations.
  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 0 0 0 0
 Other Defaults
 0 0
   Representations and Warranties
 50




---



##### 



Cross-Default
 Insolvency Proceedings, Etc
 Inability to Pay Debts; Attachment
 Judgments
 ERISA
 Invalidity of Loan Documents
 51




---



##### 



0
 Material Adverse Effect
 Section 8.2 Remedies Upon Event of Default.
      provided however
 Section
 Section 8.2 Section 8.2
 First ARTICLE
III
 Second ARTICLE III Second
 Third Third
 Fourth Fourth
 52




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##### 



Fifth
 Sixth Sixth
 Last
 Section 2.3 (c) Fifth
 ARTICLE IX
AGENT.
 Section 9.1 Appointment and Authorization of Administrative Agent.
 0
 0 0
 Section 9.2 Administrative Agent as Trustee under the laws of Ireland.
  53




---



##### 



Section 9.3 Delegation of Duties.
  Section 9.4 Liability of Administrative Agent.
  Section 9.5 Reliance by Administrative Agent.
  Section
4.1
 Section 9.6 Notice of Default.
 0 provided however
 54




---



##### 



Section 9.7 Credit Decision; Disclosure of Information by Administrative Agent.
  Section 9.8 Indemnification of Administrative Agent.
 provided however
 Section 9.9 Administrative Agent in its Individual Capacity.
  55




---



##### 



Section 9.10 Successor Administrative Agent.
 provided 0 0 0
 Section 9.11 Administrative Agent May File Proofs of Claim.
  Section 2.3, Section
2.3(i), Section 2.3(j), Section 2.10 and Section 10.4
  Section 2.10 and Section
10.4.
 56




---



##### 



Section 9.12 Guaranty Matters.
 0
 Section 9.13 Collateral Matters.
 0
  Section 10.1
  Section 9.13
  57




---



##### 



0
  Section 9.14 No Fiduciary Responsibility.
  ARTICLE X
MISCELLANEOUS
 Section 10.1 Amendments, Etc.
 provided however
 0 provided however 0 0 0
 0
  0 provided however
 0 0
 58




---



##### 



provided further
 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
 59




---



##### 



Section 10.3 No Waiver; Cumulative Remedies.
  Section 10.4 Attorney Costs, Expenses and Taxes.
  Section 10.5 Indemnification by Borrower.
 Indemnitees
 60




---



##### 



Indemnified Liabilities) provided 0
 Section 10.6 Payments Set Aside.
  Section 10.7 Successors and Assigns.
  provided
 61




---



##### 



0 0 0 0 0
 Register
 Participant provided provided 0 0 0 0 0 provided 0
 0 0
 provided
 00
 62




---



##### 



Eligible Assignee provided
 provided however 0 0
 Section 10.8 Confidentiality.
 provided
 63




---



##### 



Section 10.9 Set-off.
 provided however
 Section 10.10 Interest Rate Limitation.
  Section 10.11 Counterparts.
  Section 10.12 Integration.
 provided
 Section 10.13 Survival of Representations and Warranties.
  64




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##### 



Section 10.14 Severability.
  Section 10.15 Governing Law; Submission to Jurisdiction.
 PROVIDED
  Section 10.16 Waiver of Right to Trial by Jury.
  Section 10.17 USA Patriot Act Notice.
 Section 10.18 Time of the Essence.
  65




---



##### 



Section 10.19 Right To Terminate.
  Section 10.20 Limitation for German Companies.
  the
   nicht betriebsnotwendig Inanspruchnahme
  66




---



##### 



,
 SIGNED SEALED AND DELIVEREDbyas duly authorized Attorney for and on behalf
of MICROS FIDELIIO (IRELAND) LIMITEDin the
presence of:Date:
  S-1




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##### 



MICROS-FIDELIO SYSTEMS (UK) LTD.By:Name:Title:MICROS-FIDELIO ESPAÑA S.L.By:Name:Title:MICROS-FIDELIO (CANADA), LTD.By:Name:Title:MICROS-FIDELIO BRAZIL, LTDA.By:Name:Title:MICROS-FIDELIO FRANCE S.A.S.By:Name:Title:HOSPITALITY TECHNOLOGIES, S.A.By:Name:Title:
 S-2




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##### 



MICROS-FIDELIO MEXICO S.A. DE C.V.By:Name:Title:MICROS SYSTEMS HOLDING GMBHBy:Name:Title:MICROS FIDELIO GMBHBy:Name:Title:MICROS-FIDELIO SOFTWARE PORTUGAL UNIPESSOAL LDABy:Name:Title:MICROS-FIDELIO (THAILAND) CO., LTD.By:Name:Title:
 S-3




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##### 



MICROS-FIDELIO SINGAPORE PTE LTD.By:Name:Title:MICROS-FIDELIO SOFTWARE (PHILIPPINES), INC.By:Name:Title:MICROS-FIDELIO JAPAN LTD.By:Name:Title:MICROS-FIDELIO AUSTRALIA PTY. LTD.By:Name:Title: DirectorBy:Name:Title: Director or SecretaryMICROS-FIDELIO HONG KONG, LTD.By:Name:Title:
 S-4




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##### 



FIDELIO NORDIC NORWAY A/SBy:Name:Title:FIDELIO NORDIC OYBy:Name:Title:FIDELIO NORDIC SVERIEG, A.B.By:Name:Title:HOTELBK, A.B.By:Name:Title:
 S-5




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##### 



BANK OF AMERICA, N.A.,asAdministrative 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-6




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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
    
    $
    35,000,000.00
    
    
    
    100.00
    %
 1




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SCHEDULE 5.6
 LITIGATION
  1




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##### 



SCHEDULE 5.9
 ENVIRONMENTAL MATTERS
  1




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##### 



SCHEDULE 5.13
 SUBSIDIARIES
AND OTHER EQUITY INVESTMENTS
 Subsidiaries
 Other Equity Investments
 1




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##### 



SCHEDULE 7.1
 EXISTING LIENS
 1




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##### 



SCHEDULE 7.3
 EXISTING INDEBTEDNESS
  1




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##### 



SCHEDULE 10.2
 ADDRESSES FOR NOTICES
 BORROWER
 crusso@micros.com  www.micros.com
 ADMINISTRATIVE AGENT
 (For Payments and Requests for Credit Extensions)          debbie.m.chapman@bankofamerica.com
 remberto.marquez@bankofamerica.com
 STANDBY LETTERS OF CREDIT
 
 1




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##### 



michael.a.grizzanti@bankofamerica.com
 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
 
 WACHOVIA BANK, NATIONAL ASSOCIATION, AS LENDER
 lucy.Campbell@wachovia.com
 2




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##### 



EXHIBIT A
 FORM OF COMMITTED LOAN NOTICE
  To:
    
    Bank of America, N.A., as Administrative Agent
  Credit Agreement Borrower
  o A Borrowing of Committed Loans
    
    o A conversion or continuation of Committed Loans
 1.
    
    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.5.
    
    For Optional Currency Rate Committed Loans:with an Interest Period of months.[Type of Currency requested]
 0
 MICROS-FIDELIIO (IRELAND) LTD.By:Name:Title:
    
    
    
    t
  A-1




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##### 



EXHIBIT B
 FORM OF SWING LINE LOAN NOTICE
  To:
    
    Bank of America, N.A., as Administrative Agent
  Credit Agreement Borrower
  1.
    
    On (a Business Day).2.
    
    In the amount of $ .
 0
 MICROS-FIDELIIO (IRELAND) LTD.By:Name:Title:
  B-1




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EXHIBIT C
 FORM OF NOTE
  Borrower Lender Agreement
    Form of Compliance Cerficate C-1




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##### 



MICROS-FIDELIO (IRELAND) LTD.By:Name:Title:MICROS-FIDELIO SYSTEMS (UK) LTD.By:Name:Title:MICROS-FIDELIO ESPAÑA S.L.By:Name:Title:MICROS-FIDELIO (CANADA), LTD.By:Name:Title:MICROS-FIDELIO BRAZIL, LTDA.By:Name:Title:
 C-2




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##### 



MICROS-FIDELIO FRANCE S.A.S.By:Name:Title:HOSPITALITY TECHNOLOGIES, S.A.By:Name:Title:MICROS-FIDELIO
MEXICO S.A. DE C.V.By:Name:Title:MICROS SYSTEMS HOLDING GMBHBy:Name:Title:MICROS FIDELIO GMBHBy:Name:Title:
 C-3




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##### 



MICROS-FIDELIO SOFTWARE PORTUGAL UNIPESSOAL LDABy:Name:Title:MICROS-FIDELIO (THAILAND) CO., LTD.By:Name:Title:MICROS-FIDELIO SINGAPORE PTE LTD.By:Name:Title:MICROS-FIDELIO SOFTWARE (PHILIPPINES), INC.By:Name:Title:MICROS-FIDELIO JAPAN LTD.By:Name:Title:
 C-4




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##### 



MICROS-FIDELIO AUSTRALIA PTY. LTD.By:Name:Title: DirectorBy:Name:Title: Director or SecretaryMICROS-FIDELIO HONG KONG, LTD.By:Name:Title:FIDELIO NORDIC NORWAY A/SBy:Name:Title:FIDELIO NORDIC OYBy:Name:Title:FIDELIO NORDIC SVERIGE, A.B.By:Name:Title:
 C-5




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##### 



HOTELBK, A.B.By:Name:Title:
 C-6




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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-7




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EXHIBIT D
 FORM OF COMPLIANCE CERTIFICATE
 
 To:
    
    Bank of America, N.A., as Administrative Agent
  Agreement Borrower
 [Use following for fiscal year-end financial statements]
 Schedule 1 0
 [Use following for fiscal quarter-end financial statements]
 Schedule 1 0
   [select one:]
  or
  0 0 0
 Schedule 2
  E-1




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IN WITNESS WHEREOF,
 MICROS-FIDELIIO (IRELAND) LTD.By:Name:Title:
 Form of Compliance Cerficate E-2




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##### 



Statement Date
 SCHEDULE 2
 I.
    
    Section 6.12(b)  Leverage Ratio.A.
    
    Total Funded Debt1.
    
    
    Domestic Debt
    
    $2.
    
    
    Commerzbank Debt
    
    $3.
    
    
    International Debt (other than Commerzbank Debt)
    
    $4.
    
    
    Total Funded 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.4 to Line I.B.6) to 1.0.Maximum allowed: 2.0 to 1.0.II.
    
    Section 6.12(c)  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 1.0.Minimum Required: 1.25 to 1.0.
 Form of Compliance Cerficate E-3




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##### 



III.
    
    Section 6.12(d)  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 1.0.Minimum Required: 1.0 to 1.0.
 Form of Compliance Cerficate 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 Amended and
Restated Credit Agreement
 5.
    
    Credit Agreement:The Amended and Restated
Credit Agreement, dated as of _____________, 2005 among MICROS-Fidelio Ireland, Ltd., 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]Accepted: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




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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




---



##### 








---



##### 








---



##### 



WITNESS:
    
    
    
    Additional BorrowerBy:
    
    
    
    (SEAL)Name:Title:WITNESS:
    
    
    
    MICROS FIDELIO (IRELAND) LTD.By:
    
    
    
    (SEAL)Name:Title:WITNESS:
    
    
    
    BANK OF AMERICA, N. A.,in its capacity as Administrative AgentBy:
    
    
    
    (Seal)Name:Title:WITNESS:
    
    
    
    BANK OF AMERICA, N. A.in its capacity as a LenderBy:
    
    
    
    (Seal)Name:Title:




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##### 



WITNESS:
    
    
    
    [Other Lenders]By:
    
    
    
    (Seal)Name:Title:




---



##### 



EXHIBIT G
 POST CLOSING ITEMS