exv10w34






Exhibit 10.34




FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT



          This First Amendment to Note Purchase Agreement dated as of January 20, 2009 and
effective as of December 31, 2008 (this “Amendment”), is entered into by and between RealPage,
Inc., a Delaware corporation located at 4000 International Parkway, Carrollton, TX 75007 (the
“Company”), and HV Capital Investors, L.L.C., a Michigan limited liability company located at 7
West Square Lake Road, Suite 122, Bloomfield Hills, Michigan 48302 (“Investor”). All capitalized
terms not defined in this Amendment have the meaning set forth under the Note Purchase Agreement
dated August 1, 2008 between the parties to this Amendment (the “Note Purchase Agreement”).




          1. Purpose. Pursuant to the Note Purchase Agreement, the Company issued the Note to Investor
and entered into the Ancillary Agreements with Investor. The Company and Investor have entered
into this Amendment to amend certain terms and conditions of the Note Purchase Agreement as set
forth in this Amendment.




          2. Amendment.




	 	2.1	 	Negative Covenants.






	 	2.1.1	 	The following shall be added as Section 8.8.12
of the Note Purchase Agreement:
	 
	 	 	 	“8.8.12 So long as any Subordinated Promissory Notes of the Company
dated December 31, 2008 (the “Subordinated Notes”) remain outstanding,
the Company may make any Quarterly Payments or Additional Payments
(each as defined in the Subordinated Notes) or any other payments
otherwise permitted thereunder (“Subordinated Note Payments”) only if,
both before and after giving pro forma effect to any such Subordinated
Note Payment, the Company: (i) is not in default under this Agreement
or any Ancillary Agreement; (ii) maintains (measured as of the end of
the most recent month) a ratio of Funded Debt minus Excess Cash to
EBITDA of not more than 3.0 to 1.0. For purposes of this Section
8.8.12(ii), “EBITDA” shall mean net income, plus interest expense,
plus Income Taxes (hereinafter defined), plus depreciation, plus
amortization, plus stock based compensation, plus non cash non
recurring expenses for purchase accounting adjustment for deferred
revenue, plus non cash non recurring expenses for an impairment charge
on an asset, measured on an annualized trailing twelve (12) month
basis; (iii) is in compliance with the terms of the loan agreement, as
may be amended, with the Senior Lender; and (iv) the Average Cash
Balance must be at least Three Million Dollars ($3,000,000) prior to
making any payment
under the Subordinated Notes. “Average Cash Balance” means the three
(3) month average of cash as shown on the monthly balance




 









 












	 	 	 	sheet required to be delivered to Investor. For purposes of this Subsection
8.8.12 only, Funded Debt shall not include the outstanding amount due
by the Company under the Subordinated Notes.”
	 
	 	2.1.2	 	The following shall be added as Section 8.8.13
of the Note Purchase Agreement:
	 
	 	 	 	“8.8.13 Subordinated Debt Payment may only be made if the amount of
such Subordinated Debt Payment, plus the sum of all other Subordinated
Debt Payments made on or after October 1, 2008, would not exceed
Cumulative Net Cash Flow plus One Million Dollars ($1,000,000).
“Cumulative Net Cash Flow” means EBITDA, less interest expense, less
Capital Expenditures, less payment under any Funded Debt, less
payments under Purchase Obligations, less Income Taxes paid, measured
on a cumulative basis for the period beginning on October 1, 2008 and
ending on the last day of the month before the date of any proposed
Subordinated Note Payment. “Capital Expenditures” shall mean any
amounts paid in respect of any purchase or other acquisition for value
of fixed or capital assets; provided that in no event shall Capital
Expenditures include amounts expended in respect of normal repair and
maintenance of plant facilities, machinery, fixtures and other like
capital assets utilized in the ordinary conduct of business (to the
extent such amounts would not be capitalized in preparing a balance
sheet determined in accordance with GAAP). “Purchase Obligations”
means any future payments that are due to previous owners of companies
acquired by the Company, including but not limited to, escrow payments
and earn-out payments. “Income Taxes” shall mean for any period the
aggregate amount of taxes based on the income or profits of the
Company for such period, determined in accordance with GAAP.”





     3. Miscellaneous.




     3.1 Counterparts. This Amendment may be executed in two or more
counterparts (including by facsimile transmission), each of which shall be deemed an
original, but all of which together shall constitute one and the same Amendment.




     3.2 Original Agreement. Except to the extent modified by this
Amendment, the terms and conditions of the Note Purchase Agreement will remain
unchanged and shall continue in full force and effect.




     3.3 Governing Law. This Amendment and all actions arising out of or in
connection with this Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of law
provisions of the State of Delaware or of any other state.



 









 





Signature page to First Amendment to Note Purchase Agreement 


between HV Capital Investors, LLC and RealPage, Inc.


dated December 31, 2008


     IN WITNESS WHEREOF, the parties have caused this First Amendment to Note Purchase Agreement to
be duly executed and delivered by their proper and duly authorized officers as of the date and year
first written above.



	 	 	 	 	 
	 	RealPage, Inc.

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:  	CFO 	 
	 
	 	HV Capital Investors, L.L.C.


By: GWH Management, LLC

Its: Manager


 	 
	 	By:  	/s/ Glennon Healey
 	 
	 	 	Glennon W. Healey 	 
	 	 	Its: Manager