Exhibit
10.5


 


PURPOSE AND ABILITY LINE OF CREDIT NOTE


 


	
  $3,000,000.00

  	
   

  	
  Cleveland, Ohio,

  
	
   

  	
   

  	
  As of August 28, 2002

  



 


FOR VALUE RECEIVED, the undersigned HEARTLAND PAYMENT SYSTEMS, INC., a
Delaware corporation (the “Borrower”), promises to pay to the order of KEYBANK
NATIONAL ASSOCIATION (herein called “Bank”), the sum of Three
Million Dollars ($3,000,000.00) or such lesser amount as shall have actually
been borrowed by the Borrower from the Bank and not previously repaid, pursuant
to the terms of the Loan Agreement (as defined below) with interest payable
monthly in arrears on the second day of each month for the preceding calendar
month, starting on the second day of October, 2002, or as otherwise set forth
in the Loan Agreement, and at maturity, at the rate and according to the
provisions set forth in ARTICLE II of the Loan Agreement


 


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.


 


The Borrower has assigned to Bank all of Borrower’s
“Accounts Receivable” and “Contract Rights” and has granted to Bank a security
interest in all of Borrower’s “Accounts Receivable”, “Inventory”, “Equipment”,
“Cash Security”, funds on deposit in the “Cash Collateral Account”, “General
Intangibles”, and all “Proceeds”, products, and profits thereof, as security
for the payment of this note and all other “Obligations”, as those terms are
defined in ARTICLE I of the Loan Agreement and/or the Security Agreement
executed in connection with the Loan Agreement (all herein called
“Obligations”).


 


Each defined term used in this Note shall have the
meaning ascribed thereto in the Loan Agreement.


 


The Borrower expressly waives presentment, demand,
notice of dishonor, protest, and all other demands and notices in connection
with the delivery, acceptance, performance, default or enforcement of this
Note, and assents to any extension or postponement of the time of payment or
any other indulgence, to any substitution, exchange or release of collateral,
and to the addition or release of any other person primarily or secondarily
liable. Borrower understands and agrees that this Note is subject to and shall
be construed according to the laws of the State of Ohio.


 


The Borrower authorizes any attorney-at-law to appear
in any court of record in the State of Ohio or any other state or territory in
the United States after this Note becomes due, whether by lapse of time or
acceleration, waive the issuance and service of process, admit the maturity of
this Note, confess judgment against Borrower in favor of any holder of this
Note for the amount then appearing due hereon together with interest thereon
and costs of suit, and thereupon release all errors and waive all rights of
appeal and stay of execution. The foregoing warrant of attorney shall survive
any judgment rendered against the Borrower, and if any judgment be vacated for
any reason, the holder hereof nevertheless may thereafter use the foregoing
warrant of attorney to obtain any additional judgment or judgments against Borrower.
Borrower agrees that the holder’s attorney may confess judgment pursuant to the
foregoing warrant of attorney and expressly waives any conflict of interest
arising therefrom. Borrower further agrees that the attorney confessing
judgment pursuant to the foregoing warrant of attorney may receive a legal fee
or other compensation from the holder.


 


[SIGNATURE ON NEXT PAGE.]


 


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The
Borrower acknowledges that this Note
was signed in Cuyahoga County, in the State of Ohio.


 


WARNING: BY SIGNING THIS PAPER, YOU
GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT
JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS
OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY
HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON
HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


	
   

  	
  HEARTLAND PAYMENT
  SYSTEMS, INC., a

  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ 
  Martin Uhle

  	
   

  
	
   

  	
   

  	
  Martin Uhle,
  President

  	
   

  



 


WARNING: BY SIGNING THIS PAPER, YOU
GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT
JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS
OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY
HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON
HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


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