Exhibit
10.16


 


SECOND
AMENDMENT

TO

OFFICE LEASE AGREEMENT


 


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”).


WITNESSETH:


WHEREAS, Landlord and
Tenant previously entered into a certain Office Building Lease Agreement (the
“Lease”) dated May 28, 1998 for the lease of Suite 405 consisting of 2,769
rentable square feet (the “Original Premises”) in that certain office building
commonly known as Stonebriar Center I, which is now known as Hall Office Park,
Building One (the “Building”), located at 2595 Dallas Parkway, Frisco, Texas
75034;


WHEREAS, the Original
Lease was modified by that certain First Amendment to Office Lease Agreement
(the “First Amendment”) dated September 30, 1998, wherein, among other things,
the Original Premises was expanded by 6,322 rentable square feet (the
“Expansion Space”) and the payment terms were increased to reflect the increase
in the Base Rental;


WHEREAS, Landlord and
Tenant desire to further amend the Original Lease to, among other things,
expand the Original Premises by an additional 460 rentable square feet (the
“Expansion Space”) and reflect the corresponding increase in the rental for the
Premises all as more particularly described below.


NOW, THEREFORE, for and
in consideration of the mutual covenants contained herein, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


1.             All capitalized terms not otherwise defined herein shall
have the same meaning as ascribed to them in the Lease.


2.             Defined Terms.     As
used herein the term “Premises” shall mean and include the Original Premises,
and effective August 1, 2000, shall also mean and include 460 rentable square
feet (the “Expansion Space”) as shown on the attached Exhibit “A”, for a total
of 9,551 rentable square feet comprising the Premises.


3.               Base Rental Adjustment.  Effective August 1, 2000, Section 1.4 of the
Lease is hereby amended to provide that the Base Rental for the Premises shall
be as follows:


	
  Time Period

  	
   

  	
  Annual Amount

  	
   

  	
  Monthly Amount

  
	
  8/1/2000 through 10/31/2003

  	
   

  	
  $207,353.00

  	
   

  	
  $17,279.42

  



 


4.             Improvements to Expansion Space. Landlord shall
make certain improvements to the Expansion Space. Landlord’s sole monetary
obligation for the Tenant Improvements, including all costs associated with the
preparation of the and drawings necessary to complete the Tenant Improvements,
is to pay an amount (the “Allowance”) not to exceed Three Thousand Six Hundred
Eighty and No/100 Dollars ($3,680.00). The Total Construction Costs in excess
of the Allowance (collectively “Tenant’s Costs”) shall be borne by Tenant and
shall be payable by Tenant as follows:

















 


Tenant shall pay to
Landlord on completion of construction of the Tenant Improvements, an amount
equal to one hundred percent (100%) of Tenant’s Costs.


5.             Binding Effect. The terms, covenants, conditions
and provisions contained in this Amendment shall be binding upon and inure to
the benefit of Landlord and Tenant, their respective heirs, representatives,
successors and permitted assigns. Landlord and Tenant hereby ratify and confirm
the terms and provisions of the Lease, as amended hereby.


6.             Amendment. This Amendment may not be modified,
amended or terminated nor any of its provisions waived except by written
agreement signed by both parties. Except as amended previously and hereby, the
Lease shall remain in full force and effect, enforceable in accordance with its
terms.


7.             Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.


 


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed this 25th day of March 2000.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  HALL STONEBRIAR CENTER
  I ASSOCIATES, LTD., a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Phoenix/Inwood
  Corporation, a Texas corporation, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Depker

  
	
   

  	
   

  	
  Mark Depker

  
	
   

  	
  Its:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  HEARTLAND CARD
  SERVICES, L.L.C., a Missouri corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert O. Carr

  
	
   

  	
   

  	
  Robert O. Carr

  
	
   

  	
   

  	
  Its: President and
  Chief Executive Officer

  
				



 


 


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