exv10w23





Exhibit 10.23


WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered
into as of October 15, 2009, by and among WELLS FARGO FOOTHILL, LLC, a Delaware limited liability
company, as the arranger and administrative agent (“Agent”) for the Lenders (as defined in
the Credit Agreement referred to below), the Lenders party hereto and REALPAGE, INC., a Delaware
corporation (the “Borrower”).



     WHEREAS, Borrower, Agent, and Lenders are parties to that certain Credit Agreement dated as of
September 3, 2009 (as amended, restated, modified or supplemented from time to time, the
“Credit Agreement”);



     WHEREAS, Borrower has informed Agent and Lenders that prior to the Closing Date Borrower
executed (a) that certain Continuing Guaranty dated as of January 18, 2007 in favor of Wells Fargo
Bank, National Association and (b) that certain Select Payment License Agreement dated as of
December 31, 2004 with RealPage Payment Processing (collectively, the “Payment Processing
Documents”); and



     WHEREAS, Borrower has requested that Agent and the Lenders (a) amend the Credit Agreement in
certain respects and (b) waive any Events of Default existing as a result of Borrower’s failure to
disclose the existence of the Payment Processing Documents to Agent and the Lenders on or prior to
the Closing Date (any such Events of Default, the “Existing Defaults”).



     NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto agree as follows:



     1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.



     2. Waiver. Subject to the terms and conditions set forth herein, Agent and Lenders
hereby waive the Existing Defaults. The foregoing waiver shall not constitute (i) a waiver of, or
consent to, any other breach of, or any other Event of Default under, the Credit Agreement or any
other Loan Document or (ii) except as expressly set forth herein, a waiver, release or limitation
upon the exercise by Agent or any Lender of any of its rights, legal or equitable, under the Credit
Agreement, the other Loan Documents and applicable law, all of which are hereby reserved.



     3. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:



     (a) Section 7(b) to the Credit Agreement is hereby amended and restated in its entirety to
read as follows:



          (b) Senior Leverage Ratio. Have a Senior Leverage Ratio, measured on a
month-end basis, of not greater than the applicable ratio set forth in the following
table for the applicable date set forth opposite thereto:




 









 






	 	 	 
	Applicable Amount	 	Applicable Date
	2.25:1.00

	 	The last day of each month ending during the period from
and including September 30, 2009 and through and
including December 31, 2009
	 
	 	 
	2.00:1.00

	 	The last day of each month ending during the period from
and including January 31, 2010 and through and including
June 30, 2010
	 
	 	 
	1.85:1.00

	 	The last day of each month ending during the period from
and including July 31, 2010 and through and including
December 31, 2010
	 
	 	 
	1.60:1.00

	 	The last day of each month ending during the period from
and including January 31, 2011 and through and including
June 30, 2011
	 
	 	 
	1.35:1.00

	 	July 31, 2011 and the last day of each month ending
thereafter







; provided that for any month-end measurement period set forth above that is
not the last month of a fiscal quarter, Borrower shall not be required to comply with
the foregoing covenant if the Senior Leverage Ratio measured as of the last day of the
then most recently ended fiscal quarter is less than 1.75:1.00.



     (b) Schedules 4.15, 4.17, 4.19 and 6.12 to the Credit Agreement are replaced with Schedules
4.15, 4.17, 4.19 and 6.12 attached hereto.



     4. Continuing Effect. Except as expressly set forth in Section 2 and
Section 3 of this Amendment, nothing in this Amendment shall constitute a modification or
alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan
Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the
other Loan Documents shall remain unchanged and shall continue in full force and effect, in each
case as amended hereby.



     5. Reaffirmation and Confirmation. Borrower hereby ratifies, affirms, acknowledges
and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent
the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there
are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with
respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this
Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments
of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified
and confirmed by Borrower in all respects.



     6. Conditions to Effectiveness. This Amendment shall become effective upon the
satisfaction of the following conditions precedent:



     (a) Agent shall have received a copy of this Amendment executed and delivered by Agent, the
Lenders and the Loan Parties;



     (b) Agent shall have received such documents, agreements and instruments as may be reasonably
required by Agent in connection with this Amendment, each in form and substance reasonably
satisfactory to Agent; and



     (c) No Default or Event of Default shall have occurred and be continuing on the date hereof or
as of the date of the effectiveness of this Amendment (other than the Existing Defaults before
giving effect to this Amendment).



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     7. Representations and Warranties. In order to induce Agent and Lenders to enter into
this Amendment, each Loan Party hereby represents and warrants to Agent and Lenders that:



     (a) After giving effect to this amendment, all representations and warranties contained in the
Loan Documents to which such Loan Party is a party are true and correct in all material respects on
and as of the date of this Amendment (except to the extent any representation or warranty expressly
related to an earlier date and except to the extent that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by
materiality or dollar thresholds in the text thereof);



     (b) No Default or Event of Default has occurred and is continuing (other than the Existing
Defaults before giving effect to this Amendment); and



     (c) This Amendment and the Loan Documents, as amended hereby, constitute legal, valid and
binding obligations of such Loan Party and are enforceable against such Loan Party in accordance
with their respective terms.



     8. Miscellaneous.



     (a) Expenses. Borrower agrees to pay on demand all reasonable costs and expenses of
Agent and the Lenders (including reasonable attorneys fees) incurred in connection with the
preparation, negotiation, execution, delivery and administration of this Amendment and all other
instruments or documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. All obligations provided herein shall survive any termination of this
Amendment and the Credit Agreement as amended hereby.



     (b) Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting
the applicability of any other provision of the Credit Agreement or any other Loan Document, the
terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated
herein by reference.



     (c) Counterparts. This Amendment may be executed in any number of counterparts, and
by the parties hereto on the same or separate counterparts, and each such counterpart, when
executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.



     9. Release.



     (a) In consideration of the agreements of Agent and Lenders contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each
Loan Party, on behalf of itself and its successors, assigns, and other legal representatives,
hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent
and Lenders, and their successors and assigns, and their present and former shareholders,
affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,
agents and other representatives (Agent, each Lender and all such other Persons being hereinafter
referred to collectively as the “Releasees” and individually as a “Releasee”), of
and from all demands, actions, causes of action, suits, controversies, damages and any and all
other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever
(individually, a “Claim” and collectively, “Claims”) of every name and nature,
known or unknown, suspected or unsuspected, both at law and in equity, which such Loan Party or any
of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or
claim to have against the Releasees or any of them for, upon, or by reason of any circumstance,
action, cause or thing whatsoever which arises at any time on or prior to the day and date of this
Amendment for or on account of, or in relation to, or in any way in connection with any of the
Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.



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     (b) Each Loan Party understands, acknowledges and agrees that the release set forth above may
be pleaded as a full and complete defense and may be used as a basis for an injunction against any
action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the
provisions of such release.



     (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which
could now be asserted or which may hereafter be discovered shall affect in any manner the final,
absolute and unconditional nature of the release set forth above.



[Signature Page Follows]








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



	 	 	 	 	 
	 	REALPAGE, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:	Executive Vice President and Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company, as Agent and as a Lender

 	 
	 	By:  	/s/ Troy V. Erickson
 	 
	 	 	Name:  	Troy V. Erickson 	 
	 	 	Title:	Vice President 	 
	 



	 	 	 	 	 
	 	COMERICA BANK,

a Texas Banking Association, as a Lender

 	 
	 	By:  	/s/ David Whiting
 	 
	 	 	Name:  	David Whiting 	 
	 	 	Title:	Senior Vice President 	 



Signature Page to Waiver and Second Amendment to Credit Agreement



 









 






	 	 	 	 	 



CONSENT AND REAFFIRMATION





     Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Waiver and Second
Amendment to Credit Agreement (the “Amendment”; capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Amendment), (ii) consents to
Borrower’s execution and delivery of the Amendment; (iii) agrees to be bound by the Amendment
(including Section 9 thereof); (iv) affirms that nothing contained in the Amendment shall modify in
any respect whatsoever any Loan Document to which it is a party except as expressly set forth
therein; and (v) ratifies, affirms, acknowledges and agrees that each of the Loan Documents to
which such Guarantor is a party represents the valid, enforceable and collectible obligations of
such Guarantor, and further acknowledges that there are no existing claims, defenses, personal or
otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other such
Loan Document. Each Guarantor hereby agrees that the Amendment in no way acts as a release or
relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights
securing payment of the Obligations are hereby ratified and confirmed by such Guarantor in all
respects. Although each Guarantor has been informed of the matters set forth herein and has
acknowledged and agreed to same, each Guarantor understands that neither Agent nor any Lender has
any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s
acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall
create such a duty.



 









 





	 	 	 	 	 
	 	OPSTECHNOLOGY, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:	Vice President and Treasurer 	 
	 
	 	MULTIFAMILY INTERNET VENTURES, LLC,

a California limited liability company

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:	Vice President and Treasurer 	 
	 
	 	STARFIRE MEDIA, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:	Vice President 	 
	 
	 	REALPAGE INDIA HOLDINGS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:	Vice President 	 
	 



	 	 	 	 	 
	 	A.L. WIZARD, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:	Vice President and Treasurer