Revolving Credit Commitment Increase Agreement






REVOLVING  CREDIT  COMMITMENT INCREASE AGREEMENT


This REVOLVING CREDIT COMMITMENT INCREASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of December 12, 2012, is being executed and delivered pursuant to Section 2.08(d) of that certain Second Amended and Restated Credit Agreement (as the same has been, and may hereafter be, amended,  restated,  supplemented  or  otherwise  modified  from  time  to  time,  the  “Credit Agreement”)  dated  as  of  November  24,  2010,  among  Heartland  Payment  Systems,  Inc.,  a Delaware corporation (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank (in such capacities, the “Administrative Agent”), by the Borrower, the Administrative Agent and the existing Lenders listed on the signature pages hereto (collectively, the “Consenting Lenders”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


RECITALS


A.        Each Consenting Lender has agreed to increase its Revolving Credit Commitment by the amount set forth opposite its name on Schedule I attached hereto.


B.        The parties to this Agreement are entering into this Agreement for purposes of effecting  the  increase  in  the  respective  Revolving  Credit  Commitments  of  the  Consenting Lenders, as contemplated by Section 2.08(d) of the Credit Agreement. 


AGREEMENT


Accordingly, the parties hereto hereby agree as follows:


1.         Each Consenting Lender hereby agrees to increase the amount of its Revolving Credit Commitment under the Credit Agreement by the amount set forth opposite its name on Schedule I attached hereto (the “Revolving Credit Commitment Increase”).  Each such increase shall take effect for all purposes of the Credit Agreement on the Effective Date (as hereinafter defined).


2.         Each  Consenting  Lender  hereby acknowledges  and  agrees  that  the  respective Revolving Credit Commitments of the Consenting Lenders and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders.  Each Consenting Lender further acknowledges and agrees that, after giving effect to the Revolving Credit  Commitment  Increase  provided  for  herein,  as  of  the  Effective  Date,  the  respective Revolving Credit Commitments of the Lenders shall be as set forth on Schedule II attached hereto, which such Schedule II shall replace Schedule 2.01(a) of the Credit Agreement in its entirety.


3.         This  Agreement  and  the  effectiveness  of  the  Revolving  Credit  Commitment Increase provided for herein shall be subject to satisfaction of the following conditions and requirements:









(a)       The Administrative Agent shall have received duly executed counterparts of this Agreement from each of the parties hereto;


(b)       The Administrative Agent shall have received duly executed counterparts of the Guarantor Consent attached hereto (and incorporated herein for all purposes) from each of the Guarantors;


(c)       The Administrative Agent shall have received a certificate of a President, Vice President, Financial Officer, Secretary or Assistant Secretary of each Loan Party (which may be a single certificate) attaching such evidence of appropriate corporate or other organizational authorization on the part of such Loan Party as the Administrative Agent may request relating to the Revolving Credit Commitment Increase provided for herein (or certifying that there has been no amendment or other modification to any such evidence  previously  delivered  to  the  Administrative  Agent),  together  with  other customary closing certificates and documentation specified by the Administrative Agent relating to the Revolving Credit Commitment Increase provided for herein;


(d)       The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of counsel  for  the  Borrower  and  the  Guarantors,  in  form  and  substance  reasonably satisfactory  to  the  Administrative  Agent  and  covering  such  matters  relating  to  the Borrower and the Guarantors and this Agreement as the Administrative Agent shall reasonably request;


(e)       The Administrative Agent shall have received a new Promissory Note, executed by the Borrower, in favor of each Lender requesting such Promissory Note; and


(f)        The Lenders and the Administrative Agent shall have received all fees and other amounts (including, without limitation, the fees set forth in the Fee Letter dated as of the date hereof between the Borrower and the Administrative Agent) due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any Loan Document.


The date on which the foregoing conditions have been satisfied shall be the “Effective
Date” of this Agreement.


4.         The Borrower shall pay to the Administrative Agent all reasonable costs and expenses incurred by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby, including without limitation, all reasonable fees and expenses of counsel for the Administrative Agent.


5.         The  Borrower  represents  and  warrants  to  the  Administrative  Agent  and  the Lenders, as of the Effective Date, that (i) this Agreement has been duly authorized, executed and delivered by the Borrower, (ii) the Credit Agreement, as modified hereby, constitutes the legal, 









valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of  equity, (iii) at the time of and immediately after giving effect to the Revolving Credit Commitment Increase provided for herein, no Default or Event of Default has occurred and is continuing, and (iv) the representations and warranties of the Borrower set forth in the Credit Agreement and the representations and warranties of the Loan Parties set forth in the other Loan Documents are true and correct on and as of the date hereof except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.


6.         This Agreement is a Loan Document. Except as otherwise expressly provided by this Agreement, the Credit Agreement, the other Loan Documents and all other documents executed in connection therewith shall remain in full force and effect.  The Credit Agreement, as modified hereby, and all rights, powers and obligations created thereby or thereunder and under the Loan Documents and all such other documents executed in connection therewith are in all respects ratified and confirmed.  Any and all notices, requests, certificates, instruments and other documents executed and delivered after the execution and delivery of this Agreement may refer to the Credit Agreement without making specific reference to this Agreement, but nevertheless all such references shall include this Agreement unless the context otherwise requires.


7.         This Agreement may be executed in one or more counterparts, each of which shall constitute  an  original  but  all  of  which  when  taken  together  shall  constitute  one  contract. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart  so  that  all  signature  pages  are  attached  to  the  same  document.  Delivery of an executed counterpart by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.  This Agreement, together with the applicable provisions  of  the  Credit  Agreement  and  the  other  Loan  Documents,  constitutes  the  entire agreement among the parties hereto regarding the subject matter hereof and supersedes all prior agreements and understandings, oral or written, regarding such subject matter.


8.     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


[Remainder of page intentionally left blank; signature pages follow.]









IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers and representatives as of the date first above written.
	
					
	 
	HEARTLAND PAYMENT SYSTEMS,
	 

	 
	INC., as the borrower

	 
	 

	 
	By:
	 /s/ Robert H.B. Baldwin, Jr. 


	 

	 
	Name:  Robert H.B. Baldwin, Jr. 

	 
	Title:    Vice Chairman






	
					
	 
	JPMORGAN CHASE BANK, N.A.,
	 

	 
	as the Administrative Agent and as a 

	 
	Consenting Lender

	 
	 
	 
	 

	 
	By:
	 /s/ Goh Siew Tan


	 

	 
	Name:  Goh Siew Tan

	 
	Title:    Vice President






	
					
	 
	KEYBANK NATIONAL ASSOCIATION,
	 

	 
	as a Consenting Lender

	 
	


	 
	By:
	 /s/ Robert W. Boswell


	 

	 
	Name:  Robert W. Boswell

	 
	Title:    Senior Vice President






	
					
	 
	BANK OF AMERICA, N.A.,
	 

	 
	as a Consenting Lender

	 
	 

	 
	By:
	 /s/ Laura H. McAulay


	 

	 
	Name:  Laura H. McAulay

	 
	Title:    Senior Vice President






	
					
	 
	WELLS FARGO BANK, N.A.,
	 

	 
	as a Consenting Lender

	 
	 

	 
	By:
	 /s/ James T. King


	 

	 
	Name:  James T. King

	 
	Title:    Senior Vice President






	
					
	 
	SUNTRUST BANK,
	 

	 
	as a Consenting Lender

	 
	 

	 
	By:
	 /s/ David A. Bennett
	 

	 
	Name:  David A. Bennett

	 
	Title:    Vice President













Schedule I


INCREASED REVOLVING CREDIT COMMITMENTS


	
		
	Lender
	Increase in Revolving Credit Commitment

	JPMorgan Chase Bank, N.A.
	$20,000,000

	KeyBank National Association
	$20,000,000

	Bank of America, N.A.
	$20,000,000

	Wells Fargo Bank, N.A.
	$15,000,000

	SunTrust Bank
	$15,000,000






TOTAL INCREASE:   $90,000,000











Schedule II


Schedule 2.01(a)


REVOLVING CREDIT COMMITMENTS*


	
		
	Lender
	Increase in Revolving Credit Commitment

	JPMorgan Chase Bank, N.A.
	$30,833,333.33

	KeyBank National Association
	$30,833,333.33

	Bank of America, N.A.
	$30,000,000.00

	Wells Fargo Bank, N.A.
	$25,000,000.00

	SunTrust Bank
	$23,333,333.34

	TOTAL:
	$140,000,000








*Upon the effectiveness of the Revolving Credit Commitment Increase as provided in the Revolving Credit Commitment Increase Agreement dated as of December 12, 2012









GUARANTOR CONSENT


Each of the undersigned Guarantors hereby  (a) consents to the provisions of this Agreement and the transactions contemplated hereby,  (b)  ratifies, confirms and acknowledges that such Guarantor's obligations under the Guaranty are, after giving effect of this Agreement, in full force and effect and that such Guarantor continues to absolutely, unconditionally and irrevocably guarantee the full and punctual payment and performance when due, whether at        stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise, of all of the Guarantied Obligations (as defined in the Guaranty), as such Guarantied Obligations may be increased at any time or from time to time, including pursuant to this Agreement, and  (c) agrees that is obligations and covenants under the Loan Documents to which it is a party are unimpaired by this Agreement and shall return in full force effect.
	
					
	 
	THE HEARTLAND PAYROLL COMPANY, L.L.C.
	 

	 
	 

	 
	 

	 
	By:
	 /s/ Charles H.N. Kallenbach
	 

	 
	Name:  Charles H.N. Kallenbach

	 
	Title:    Secretary




 
	
					
	 
	DEBITEK, INC.
	 

	 
	 

	 
	 

	 
	By:
	 /s/ Robert H.B. Baldwin, Jr.
	 

	 
	Name:  Robert H.B. Baldwin, Jr.

	 
	Title:    President and Chief Financial Officer






	
					
	 
	HEARTLAND ACQUISITION, LLC
	 

	 
	 

	 
	 

	 
	By:
	 /s/ Robert H.B. Baldwin, Jr.
	 

	 
	Name:  Robert H.B. Baldwin, Jr.

	 
	Title:    Vice Chairman