Exhibit 10.11


 


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”.


 


PREMISES, TERMS OF LEASE AND RENT


 


WITNESSETH: that in consideration of the rents and
covenants specified herein, the Lessor agrees to lease the following described
premises:


 


	
  Address

  	
   

  	
  Square
  Footage

  	
   

  	
  Use

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1437 Youngstown
  Shopping Center,

  	
   

  	
  15,465

  	
   

  	
  office

  
	
  1443 Youngstown
  Shopping Center,

  	
   

  	
  2,400

  	
   

  	
  office

  



 


Hereinafter
referred to as the “Premises” for a term of seven (7) years beginning the first
day of May, 2002 and ending the 30th day of April, 2009, and in
consideration thereof Lessee agrees to pay Lessor the sum of $10,075.00 per
month (hereinafter referred to as the “Base Rent”) plus $1,490.00 per month for
Lessee's pro-rata share of real estate taxes, common area maintenance, and
insurance paid by Lessor (hereinafter referred to as the “Expense Payments”),
the first payment being due on the first day of May, 2002.


 


USE OF PREMISES


 


The premises shall be used as professional offices, warehousing,
and other uses directly relating to Lessee's normal business and for no other
purpose except with the written consent of the Lessor.


 


Lessee shall, at Lessee's expense, comply promptly
with all applicable statutes, ordinances, rules, regulations, orders, and
requirements in effect during the term or any part of the term hereof
regulating the use by Lessee of the premises. Lessee shall not use or permit
the use of the Premises in any manner that will tend to create waste or a
nuisance or, if there shall be more than one tenant of the building containing
the premises, which shall tend to disturb such other tenants.


 


Lessee hereby accepts the Premises on their condition
existing as of the date of the execution hereof and accepts this lease subject thereto
and to all matters disclosed thereby and by any exhibits attached hereto.
Lessee acknowledges that neither Lessor nor Lessor's agents have made any
representation or warranty as to the suitability of the Premises for the
conduct of Lessee's business.


 


ASSIGNMENT AND SUBLETTING RIGHTS


 


Lessee may not assign this lease or sublet any part of
the premises without the written consent of the Lessor. The Lessor shall not
unreasonably withhold such consent.


 


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LESSEE'S REPAIR AND MAINTENANCE
RESPONSIBILITIES


 


Lessee, at Lessee's expense, shall keep in good order,
condition, and repair the demised premises and every part thereof, including
but not limited to, all plumbing, electrical, heating and cooling equipment,
ventilation equipment, interiors walls, ceilings, windows, doors, plate glass,
and signs that are located within or adjacent to the demised premises during
the term of this lease.


 


If Lessee fails to perform Lessee's obligations for
maintenance, repairs, and general upkeep, Lessor may at Lessee's expense put
the same in good order, condition, and repair, and the costs thereof together
with interest thereon at the rate of 18% per annum shall be due and payable as
additional rent to Lessor together with Lessee's next rental installment.
Lessor shall be obligated to give ten (10) days notice in writing prior to
engaging in the abovementioned repairs.


 


Lessee shall not, without the written consent of
Lessor, make any alterations, improvements, or additions to or about the
premises. It is hereby acknowledged that as a condition for such future consent
all alterations, improvements, and additions shall become the property of the
Lessor.


 


INSURANCE PROVISIONS


 


Lessee shall, at Lessee's expense, obtain and keep in
force during the term of this lease a policy of comprehensive public liability
insurance insuring Lessor and Lessee against any liability arising out of the
ownership, use, or occupancy or maintenance of the premises and all areas
appurtenant thereof. Such insurance shall be in an amount not less than one
million dollars ($1,000,000.00) for injury or death of one person in any one
accident or occurrence and in an amount of not less than one million dollars
($1,000,000.00) for injury to or death of more than one person in any one
accident or occurrence. Such insurance shall further insure Lessor and Lessee
against liability for property damage of at least five hundred thousand dollars
($500,000.00). The Limits of said insurance shall not, however, limit the
liability of Lessee hereunder. In the event that the premises constitute a part
of a larger property said insurance shall have a Lessor's Protective Liability
endorsement attached thereto. If Lessee shall fail to procure and maintain said
insurance, Lessor may, but shall not be required to, procure and maintain the
same but at Lessee's expense.


 


Insurance required herein shall be in companies rated
AAA or better in Best's Insurance Guide. Both Lessor and Lessee shall be
required to deliver copies of all said policies, within a reasonable time
period, to the other parties of this lease.


 


UTILITIES


 


Lessee shall pay for all water, sewage, gas heat,
light, power, telephone, and other utilities and services supplied to the
premises, together with any taxes thereon. If any such services are not metered
separately to Lessee, Lessee shall pay a reasonable proportion to be determined
by Lessor of all charges jointly metered with other premises.


 


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DAMAGE AND DESTRUCTION


 


In the event of total destruction of premises this
lease shall automatically terminate.


 


If the premises are partially destroyed during the
term of this lease, the rents payable hereunder are to be abated in proportion
to which Lessee's use of premises is impaired. Lessor shall assure such damages
will be corrected in a timely and reasonable manner.


 


DEFAULTS AND REMEDIES


 


DEFAULTS: The occurrence of any one or more of the
following events shall constitute a material default and breach of this lease by
Lessee:


 


(a)           The
vacating or abandonment of the premises by Lessee, where such abandonment
continues for fifteen (15) days.


 


(b)           The
failure by Lessee to make any payment of rent or other payment required to be
made by Lessee hereunder, within ten (10) days of due date; Lessee hereby
waives statutory notice of default for non-payment of rent.


 


(c)           The
failure by Lessee to observe or perform any of the covenants, conditions, or
provisions of this lease to be observed or performed by Lessee, other than described
in the paragraph (b) above, where such failure shall continue for a period of
thirty (30) days after written notice hereof from Lessor to Lessee; provided,
however, that if the nature of the Lessee's default is such that more than
thirty (30) days are reasonably required for its cure, then Lessee has
commenced such cure within said thirty (30) days period and thereafter
diligently prosecutes such cure to completion.


 


(d)           (1)
The making by Lessee of any general assignment, or general arrangement for the
benefit of creditors; (2) the filing by or against Lessee of a petition to have
Lessee adjudged a bankrupt or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed
against Lessee, the same is dismissed within sixty (60) days); (3) the
appointment of a trustee or receiver to take possession of substantially all of
Lessee's assets located at the premises or of Lessee's interest in this lease,
where possession is not restored to Lessee within thirty (30) days; or (4) the
attachment, execution, or other judicial seizure of substantially all of
Lessees assets located at the premises or of Lessee's interest in his lease,
where such seizure is to be discharged within thirty (30) days.


 


REMEDIES: In the event of any such material default or
breach by Lessee, Lessor may at any time thereafter, with proper notice and
demand and without limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default or breach:


 


(a)           Terminate
Lessee's right to possession of the premises by any lawful means, in which case
this lease shall terminate and Lessee shall immediately surrender possession of
the premises to Lessor. In such event Lessor shall by reason of Lessee's
default be entitled to recover from Lessee all damages incurred by Lessor
including, but not limited to the cost of recovering possession of the
premises, expenses of reletting, including necessary repairs, reasonable
attorney's fee, and rents lost during the interim time period between default
and


 


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reletting. Unpaid installments of rent or other sums
due Lessor shall bear interest from the date due at the rate of 18% per annum.


 


(b)           Pursue
any other remedy now or hereafter available to Lessor under the laws or
judicial decisions of the State of Indiana.


 


GENERAL PROVISIONS


 


Expense Payments. Lessee shall pay to Lessor, along
with Base Rent installments, $1,490.00 per month which shall represent the
Lessee's share of real estate taxes, common area maintenance, and insurance
expenses, as contained in “Premises, Terms of Lease and Rent” section of this
Lease.


 


Lessor's Liability: The term Lessor as used herein
shall mean only the owner or owners at the time in question of the Lessee's
interest in this Lease. Lessor herein named (and in case of any subsequent
transfers the then grantor) upon transfer of title of said premises, shall be
relieved from all obligations as Lessor thereafter.


 


Severability: The invalidity of any provision of this
lease as determined by a court of competent jurisdiction shall in no way affect
the validity of any other provision hereof.


 


Interest on Past Due Obligations: Interest on any
amount due Lessor which is in arrears shall bear interest at the rate of 18%
per annum. Payment of such interest shall not excuse or cure any default by
Lessee under this lease.


 


Binding Effect: Subject to any restrictions of
assignments or subletting by Lessee, this lease shall bind the parties, their
personal representatives, successors, and assigns. This lease shall be governed
by the laws of the State of Indiana.


 


Attorney's Fees: If Lessor or Lessee brings action to
enforce the terms herein or declare rights hereunder, and prevails, he shall be
entitled to recover his reasonable attorney's fees to be paid by the losing
party as fixed by the court.


 


Lessor's Access: Lessor and Lessor's agents shall have
the right to enter the premises under supervision of Lessee and Lessee's agents
during normal business hours, or mutually agreeable times, for the purpose of
inspection.


 


Signs: Subject to Lessor's requirements Tenant shall,
at its own cost and expense, install an identification sign that has first been
approved by Landlord in writing at a place or places designated by Landlord.
Tenant shall continuously maintain any such sign in good condition and repair.
Other than such permitted signs, Tenant shall not place or install or suffer to
be placed or installed any advertising medium, flag, banner, or the like upon or
outside the Premises or the Shopping Center. No sign, advertising matter, shade
or other item of any kind may be installed in or upon the Premises without
written permission from Landlord where the intent or result is that such
installation be clearly visible from the Common Areas of the Shopping Center.
Landlord reserves the right to deny any such permission when, in its sole and
final judgment, such item is not in keeping with the overall quality image of
the Shopping Center. Landlord shall have the right, without liability and with
or without notice to Tenant, to remove any items installed by


 


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Tenant in violation of this Paragraph and to charge
Tenant for the reasonable cost of such removal and/or any repairs necessitated
thereby.


 


Late Payments: Rental payments not received by Lessor
within ten (10) days of the due date shall be subject to a late payment penalty
of five (5) percent of the payment due.


 


ADDITIONAL PREMISES


 


Right of First Refusal: Lessee shall have the right of
first refusal to lease additional premises located at 1441 Youngstown Shopping
Center (currently used as a leasing and management office) containing
approximately 2,400 square feet, 1455 Youngstown Shopping Center (currently
vacant) containing approximately 11,100 square feet, and vacant ground located
between 1443 and 1455 Youngstown Shopping Center. Lessor shall, prior to
signing any lease, rental agreement, or other arrangement encumbering these
premises, offer them to Lessee under the same conditions offered to any other
party. Lessor shall make such offer to Lessee in writing, and Lessee shall have
thirty (30) days in which to enter into a lease agreement equal to those
offered to third parties.


 


Lessee's Obligation to Lease Additional Premises: In
the event that premises located at 1439 Youngstown Shopping Center, containing
approximately 6,440 square feet (currently leased to Sherwin Williams) become
vacant, Lessee agrees to lease those premises for the sum of $4,290.00 per month
in additional Base Rent, plus $537.00 per month in additional Expense Payments
for the duration of this Lease, including options. Lessor shall deliver these
premises to Lessee in “vanilla shell” condition. Such vanilla shell condition
shall include basic electric service, a finished ceiling including lighting,
finished restrooms meeting both employee requirements and those necessary to
comply with the Americans With Disabilities Act. In the event that the premises
located at 1439 Youngstown Shopping Center do not become vacant by September 1,
2005, then Lessee shall have until December 1, 2005 to notify Lessor that it
wishes to alter the ending date of this Lease to the end of the then current
month, in which case Lessee would be considered a month-to-month holdover
tenant from that date forward.


 


Lessee's Right to Substitute Premises: In the event
that Lessee, as a party to a certain lease executed simultaneously with this
Lease between it and Youngstown Properties LLC, elects to lease or exercise its
right of first refusal on premises located at 1431 Youngstown Shopping Center
(hereinafter referred to as “Substituted Premises”), then Lessee may vacate the
Premises located at 1443 Youngstown Shopping Center by giving Lessor notice
ninety days in advance of its leasing of the Substituted Premises for a base
rent of $8.50 per square foot on an annual basis, plus Estimate Expense
Payments of $315.00 per month..


 


EMINENT DOMAIN


 


In the event of reductions in building dimensions so
imposed by governing bodies having jurisdiction over zoning and building laws,
rules, and regulations, demised premises may be reduced in any amount not to
exceed ten (10) percent. In such event, rents shall be reduced in the same
proportion as size reductions imposed thereby. In the event that such reduction
is greater than ten (10) percent, Lessee may, at its option, void this
agreement.


 


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EMPLOYEE PARKING AREAS


 


Lessor shall reasonably designate areas in which all
tenants' employees (including those of Lessee) shall be required to park.
Lessee's failure to enforce this policy upon its employees shall create a
material default under which Lessee shall be evicted with all rental payments
called for during the terms of this lease becoming due and payable.


 


LESSOR/LESSEE INDEMNIFICATION


 


Lessee shall indemnify and hold harmless Lessor from
and against any and all claims arising from Lessee's use of the premises, or
from the conduct of Lessee's business or from any activity, work, or things done,
permitted, or suffered by Lessee in or about the premises or elsewhere and
shall further hold harmless and indemnify Lessor from and against any and all
claims arising from breach, default, or negligence of the Lessee. In the case
of any action brought against Lessor by reason of such claim, Lessee upon
notice from Lessor shall defend the same at Lessee's expense. Lessee hereby
agrees that Lessor shall not be liable for injury to Lessee's business or any
loss of income therefrom or for damage to the goods, wares, or any other person
in or about the premises. Lessor, during the term hereof, shall indemnify and
save harmless Lessee from and against all claims and demands, whether from
injury to persons or loss of life, or damage to property arising out of acts or
omissions of Lessor as defined in his lease.


 


LESSEE'S RIGHT TO QUIET ENJOYMENT


 


As long as the Lessee performs all of the covenants
and conditions of this lease and abides by the rules and regulations thereof,
he shall have peaceful and quiet enjoyment of the premises for the term of this
lease.


 


LAWS, WASTE AND NUISANCE


 


Laws and Regulations: Tenant agrees, at Tenant's own
cost and expense: (a) to comply with all present and future governmental laws,
ordinances, orders and regulations concerning Tenant's use of the Premises
(including Tenant's alterations and additions thereto); (b) to comply with all
present and future rules, regulations and recommendations of the Board of Fire
Underwriters, Landlord's insurance carriers and organizations establishing
insurance rates concerning Tenant's use of the Premises (including Tenant's
alterations and additions thereto); and (c) to comply with all restrictive
covenants of record which affect or are applicable to all Shopping Center
and/or the Premises and/or the Common Areas, provided, however, the same do not
prohibit the Permitted Use of the Premises.


 


Waste or Nuisance: Tenant further agrees not to
suffer, permit or commit any waste, nor to allow, suffer or permit any odors,
vapors, water, vibrations, noises or undesirable effects to emanate from the
Premises into other portions of the building of which the Premises forms a part
or into the Common Areas, or otherwise to allow, suffer or permit the Premises
or any use thereof to constitute a nuisance or unreasonably to interfere with
the safety, comfort, or enjoyment of the Shopping Center by Landlord or by any
other occupants of the Shopping Center or their customers, invitees or any
others lawfully in or upon the Shopping Center.


 


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TIME OF THE ESSENCE


 


Time shall be of the essence in this lease.


 


SURRENDER OF PREMISES UPON
TERMINATION


 


The Lessee agrees to quit and deliver up the premises
at the end of the term of this lease. The premises shall be in good repair and
condition, as they are upon occupancy, ordinary wear and tear accepted.


 


OPTION TO RENEW LEASE


 


Lessee shall have the option to renew this Lease for
one (1) additional term of seven (7) years by notifying Lessor, in accordance
with notice provisions contained herein, ninety (90) days in advance of the
scheduled expiration of this Lease. All other terms and conditions of this
Lease not specifically addressed herein shall remain unchanged.


 


In the event Lessee elects to exercise this option,
the rental rates, including Expense Payments, shall increase by an amount equal
to the increase in the Consumer Price Index, All Items, with May 2002 being
used as the base year.


 


NOTICE PROVISIONS


 


Notices shall be deemed properly delivered if sent by
United States Mail, Certified with return receipt requested. Such notices shall
be sent to Lessor at P.O. Box 128, Floyds Knobs, Indiana 47119 and to Lessee
343 West Bagley Road, Suite 400, Berea, OH 44017 or to other such addresses as
required by parties hereto having given proper notice.


 


IN WITNESS WHEREOF, the
Lessor and Lessee have executed this lease on this 30th day of
April, 2002.


 


 


	
  LESSOR:

  	
  LESSEE:

  
	
  YOUNGSTOWN PROPERTIES, LLC

  	
  HEARTLAND PAYMENT SYSTEMS, INC

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Jeffrey K. Agan

  	
   

  	
  BY:

  	
  /s/ Martin Uhle

  	
   

  
	
   

  	
  Jeffrey K. Agan, Managing Member

  	
   

  	
   

  	
  Martin Uhle, Its President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS

  	
  WITNESS

  
							



 


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