0001047469-04-025941 Sample Contracts

Contract
Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Indiana

THIS AGREEMENT, entered into this 16th day of August, 2003, is made by and between Youngstown Properties, LLC, P.O. Box 128, Floyds Knobs, Indiana 47119, hereinafter referred to as “Lessor”, and Heartland Payment Systems, a Delaware corporation, having its offices located at 25115 Country Club Boulevard, North Olmsted, OH 44070, hereinafter referred to as “Lessee”.

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MERCHANT PROCESSING AGREEMENT
First Amendment Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Ohio

This Merchant Processing Agreement, together with Schedules A and B attached hereto and incorporated herein (“Agreement”) is made and entered into this 1st day of, April, 2002 by and between KeyBank National Association, a national bank with its principal office located in Cleveland, Ohio (“KeyBank” ), and Heartland Payment Systems Inc. (“HPS”), a Delaware Corporation with its principal office located in Princeton, New Jersey.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 10th, 2004 • Heartland Payment Systems Inc • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated September 29, 2000, made by and among Heartland Payment Systems, Inc., a Delaware corporation (the “Surviving Corporation”), Uhle and Associates, LLC, an Ohio limited liability company (the “Merged Company”; and together with Surviving Corporation, the “Constituent Companies”), and Martin J. Uhle, Mark K. Strippy, and Steven B. Gamary (collectively, the “Members”).

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PROCESSING SERVICES AGREEMENT between VITAL PROCESSING SERVICES L.L.C. and HEARTLAND PAYMENT SYSTEMS, INC. dated APRIL 1, 2002
Processing Services Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Arizona

THIS AGREEMENT (“Agreement”) is made and entered into this 1st day of April 2002 by and between VITAL PROCESSING SERVICES L.L.C. (“VITAL”), of Tempe, AZ, and HEARTLAND PAYMENT SYSTEMS, INC. (“HEARTLAND”), a Delaware Corporation, and supersedes and replaces any pre-existing agreement between the parties.

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REVOLVER ADVANCE AND PURPOSE AND ABILITY LINE OF CREDIT LOAN AGREEMENT
Credit Loan Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Ohio

THIS AGREEMENT is made as of the 28th day of August, 2002, by and between the Borrower (as herein defined) and the Bank (as herein defined).

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Contract
Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Indiana

THIS AGREEMENT, entered into this 30th day of April, 2002, is made by and between Youngstown Partners, L.P., P.O. Box 128, Floyds Knobs, Indiana 47119, hereinafter referred to as “Lessor”, and Heartland Payment Systems, a Delaware corporation, having its offices located at 343 West Bagley, Suite 400, Berea, Ohio 44017, hereinafter referred to as “Lessee”.

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HEARTLAND PAYMENT SYSTEMS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • August 10th, 2004 • Heartland Payment Systems Inc • New York

This Stock Option Agreement (“Award Agreement”) is being entered into by the Optionee executing this Award Agreement below and the Company under and subject to the Company’s 2002 PEPShares Plan. Capitalized terms not defined herein shall have the meanings assigned to them in the Plan.

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PURPOSE AND ABILITY LINE OF CREDIT NOTE
Heartland Payment Systems Inc • August 10th, 2004

This Note is the Purpose and Ability Line of Credit Advance Note referred to in, and is entitled to the benefits of, the Revolver Advance and Purpose and Ability Line of Credit Loan Agreement by and between the Bank and the Borrower dated as of August 28, 2002, as the same may be hereafter amended, extended, restated, renewed and/or substituted, in whole or in part, from time to time (the “Loan Agreement”). This Note may be declared forthwith due and payable in the manner and with the effect provided in the Loan Agreement, which contains provisions for acceleration of the maturity hereof upon the happening of any Event of Default.

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Contract
Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Indiana

THIS AGREEMENT, entered into this 14th day of February, 2002, is made by and between Youngstown Partners, L.P., P.O. Box 128, Floyds Knobs, Indiana 47119, hereinafter referred to as “Lessor”, and Heartland Payment Systems, a Delaware corporation, having its offices located at 343 West Bagley, Suite 400, Berea, Ohio 44017, hereinafter referred to as “Lessee”.

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FIRST AMENDMENT TO REVOLVER ADVANCE AND PURPOSE AND ABILITY LINE OF CREDIT LOAN AGREEMENT (“First Amendment”)
Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Ohio

WHEREAS, HEARTLAND PAYMENT SYSTEMS, INC., a Delaware corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION (“Bank”), entered into a certain Revolver Advance and Purpose and Ability Line of Credit Loan Agreement dated as of August 28, 2002 (the “Agreement”), and

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SECOND AMENDMENT TO REVOLVER ADVANCE AND PURPOSE AND ABILITY LINE OF CREDIT LOAN AGREEMENT (“Second Amendment”)
Credit Loan Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Ohio

WHEREAS, HEARTLAND AND PAYMENT SYSTEMS, INC., a Delaware corporation (“Borrower”), and KEYBANK NATIONAL ASSOCIATION (“Bank”), entered into a certain Revolver Advance and Purpose and Ability Line of Credit Loan Agreement dated as of August 28, 2002, as amended by a First Amendment to Revolver Advance and Purpose and Ability Line of Credit Loan Agreement dated as of November 6, 2003 (as so amended, the “Agreement”), and

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SECOND AMENDMENT TO OFFICE LEASE AGREEMENT
Office Lease Agreement • August 10th, 2004 • Heartland Payment Systems Inc

THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made and entered into by and between Hall Stonebriar Center I Associates, Ltd., , a Texas limited partnership (hereinafter called “Landlord”) and Heartland Card Services, L.L.C. a Missouri corporation (hereinafter called “Tenant”).

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REVOLVER ADVANCE NOTE
Heartland Payment Systems Inc • August 10th, 2004

This Note is the Revolver Advance Note referred to in, and is entitled to the benefits of, the Revolver Advance and Purpose and Ability Line of Credit Loan Agreement by and between the Bank and the Borrower dated as of August 28, 2002, as the same may be hereafter amended, extended, restated, renewed and/or substituted, in whole or in part, from time to time (the “Loan Agreement”). This Note may be declared forthwith due and payable in the manner and with the effect provided in the Loan Agreement, which contains provisions for acceleration of the maturity hereof upon the happening of any Event of Default.

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FIRST AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • August 10th, 2004 • Heartland Payment Systems Inc • Texas

THIS FIRST AMENDMENT TO OFFICE BUILDING LEASE (this “Amendment”) is made and entered into by and between Hall Stonebriar Center I Associates, Ltd., a Texas limited partnership (hereinafter called “Landlord”) and Heartland Card Services, L.L.C., a Missouri corporation (hereinafter called “Tenant”).

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OFFICE BUILDING LEASE by and between HALL STONEBRIAR CENTER I ASSOCIATES, LTD. and HEARTLAND CARD SERVICES, L.L.C.
Office Building Lease • August 10th, 2004 • Heartland Payment Systems Inc • Texas

THIS OFFICE BUILDING LEASE (the “Lease”) is made and entered into as of the 28th day of May, 1998, between Hall Stonebriar Center I Associates, Ltd., a Texas limited partnership (the “Landlord”), and Tenant (as defined below).

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THIRD AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • August 10th, 2004 • Heartland Payment Systems Inc • Texas

THIS THIRD AMENDMENT TO OFFICE BUILDING LEASE (this “Amendment”) is made and entered into by and between Hall Stonebriar Center I Associates, Ltd., a Texas limited partnership (hereinafter called “Landlord”) and Heartland Card Services, L.L.C., a Missouri corporation (hereinafter called “Tenant”).

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Heartland Payment Systems Letterhead
Letter Agreement • August 10th, 2004 • Heartland Payment Systems Inc • New York

This letter agreement is written in connection with your request to exercise your right to put a portion of the Warrant dated July 26, 2001 (the “Warrant”) between you, BHC Interim Funding, L.P. (the “Holder”), and us, Heartland Payment Systems, Inc., a Delaware corporation (the “Company”), to the Company pursuant to Section 3.1(d) thereof. All capitalized terms used but not defined herein shall have the meanings given to them in the Warrant. We ask you to confirm our letter agreement, by your signature below, that:

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Contract
Heartland Payment Systems Inc • August 10th, 2004 • New York

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED AS OF OCTOBER 11, 2001, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM HEARTLAND PAYMENT SYSTEMS, INC. OR ANY SUCCESSOR THERETO.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 10th, 2004 • Heartland Payment Systems Inc • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 28, 2000, is made by and between Heartland Payment Systems, Inc., a Delaware corporation (the “Surviving Corporation”), and Heartland Payment Systems LLC, a Missouri limited liability company (the “Merged Company”; and together with Surviving Corporation, the “Constituent Companies”).

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EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT WITH OPTION VESTING (GRANTED WHILE A CLOSELY-HELD COMPANY) HEARTLAND PAYMENT SYSTEMS, INC.
Employee Incentive Stock Option Agreement • August 10th, 2004 • Heartland Payment Systems Inc • Delaware
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