Exhibit 10.29
EXECUTION COPY
MERCHANT PORTFOLIO PURCHASE AGREEMENT
This MERCHANT PORTFOLIO PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of September 22, 2005, by and between Heartland Payment
Systems, Inc., a Delaware corporation and successor-in-interest to Heartland
Payment Systems, L.L.C., a Missouri limited liability company ("Purchaser"), and
Certegy Payment Services, Inc., a Delaware corporation and formerly known as
Equifax Payment Services, Inc., a Delaware corporation ("Seller").
WHEREAS, Purchaser and Seller are parties to a certain Merchant Portfolio
Purchase Agreement dated as of November 1, 2000, as amended on January 16, 2002
(the "Old Merchant Portfolio Purchase Agreement"), pursuant to which Purchaser
sold, assigned and transferred to Seller all of its rights, interests and
responsibilities to certain merchant processing agreements and the revenues
payable to Buyer arising out of such merchant processing agreements.
WHEREAS, Seller wishes to sell, assign and transfer to Purchaser all of its
rights, interests and responsibilities to the Merchant Agreements and Assigned
Merchant Revenues, and Purchaser wishes to acquire and assume these rights,
interest and responsibilities under the terms of this Agreement;
NOW THEREFORE, in consideration of the payment of the Purchase Price, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser hereby agree:
DEFINITIONS
1.
AS USED IN THIS AGREEMENT, THE
FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS (SUCH MEANINGS TO BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED).
1.1
"ASSIGNED MERCHANT REVENUES" ARE THOSE
REVENUES PAYABLE TO PURCHASER ARISING OUT OF THE MERCHANT AGREEMENTS.
1.2
"EFFECTIVE DATE" IS SEPTEMBER 1, 2005.
1.3
"MERCHANT AGREEMENTS" ARE THOSE CERTAIN
MERCHANT PROCESSING AGREEMENTS ORIGINATED BY PURCHASER AND TRANSFERRED TO SELLER
PURSUANT TO THE OLD MERCHANT PORTFOLIO PURCHASE AGREEMENT, INCLUDING ANY SUCH
AGREEMENTS SUBSEQUENTLY TRANSFERRED.
1.4
"PURCHASE PRICE" MEANS THREE MILLION DOLLARS
($3,000,000).
2.
SALE AND PURCHASE.
IN CONSIDERATION OF
TENDER OF THE PURCHASE PRICE AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, SELLER HEREBY TRANSFERS AND ASSIGNS TO PURCHASER AND PURCHASER HEREBY
PURCHASES AND ACCEPTS ASSIGNMENT FROM SELLER, OF ALL OF SELLER'S RIGHTS, TITLE
AND INTEREST, BOTH TANGIBLE AND INTANGIBLE, ACCRUED OR CONTINGENT, IN THE
MERCHANT AGREEMENTS AND THE ASSIGNED MERCHANT REVENUES COMMENCING WITH
TRANSACTIONS PROCESSED ON OR AFTER SEPTEMBER 1, 2005 AND PURCHASER SHALL ASSUME
AND BE RESPONSIBLE FOR ALL LIABILITIES AND RESPONSIBILITIES FOR ANY TRANSACTIONS
PROCESSED PRIOR TO, OR ON OR AFTER, SEPTEMBER 1, 2005.
FOR THE AVOIDANCE OF
DOUBT, THE INTENTION OF THE PARTIES HERETO IS THAT UPON THE EFFECTIVE DATE, ALL
RIGHT, TITLE AND INTEREST IN THE MERCHANT AGREEMENTS AND THE REVENUE RELATING
THERETO BE TRANSFERRED AND ASSIGNED TO PURCHASER.
NOTWITHSTANDING THE
FOREGOING, SELLER SHALL REIMBURSE PURCHASER FOR UP TO $50,000 OF CHARGEBACK
LOSSES ASSOCIATED WITH TRANSACTIONS PROCESSED FOR KNOB, PULL AND HANDLE, INC.,
MERCHANT IDENTIFICATION NUMBER 650000000517121, PRIOR TO SEPTEMBER 1, 2005,
WHERE THE CHARGEBACKS ARE RECORDED PRIOR TO DECEMBER 31, 2005.
PURCHASER SHALL
NOTIFY SELLER OF THE AGGREGATE AMOUNT OF ALL SUCH CHARGEBACKS IN EACH CALENDAR
MONTH FROM AND AFTER SEPTEMBER 2005