exv10w45






Exhibit 10.45




	 	 	 
	 	Re: 	4000 International Parkway
	 	 	Carrollton, Texas





SIXTH AMENDMENT TO LEASE AGREEMENT




	 	 	 	 	 
	THE STATE OF TEXAS

	 	§

§
	 	KNOW ALL MEN BY THESE PRESENTS:
	COUNTY OF DENTON

	 	§	 	 






     THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) has been entered into as of
the 30thday of March, 2009 (“Effective Date”), by ARI-COMMERCIAL
PROPERTIES, INC., a California corporation, in its capacity as agent for the tenants in common
owners of the Property (“Landlord”), and REALPAGE, INC., a Delaware corporation
(“Tenant”).



RECITALS:




     A. CB Parkway Business Center V, Ltd. (“Prior Landlord”) and RealPage, Inc., a Texas
corporation (“Prior Tenant”), have heretofore executed that certain Lease Agreement (the
“Original Lease”), dated July 23, 1999, as amended by (i) First Amendment to Lease
Agreement, dated as of November 29, 1999, (ii) Second Amendment to Lease Agreement, dated as of
January 30, 2006, (iii) Third Amendment to Lease Agreement, dated as of August 28, 2006, (iv)
Fourth Amendment to Lease Agreement (“Fourth Amendment”), dated as of approximately
November 2007, and (v) Fifth Amendment to Lease Agreement (“Fifth Amendment”), dated as of
February 4, 2009, pursuant to which Tenant leases certain premises consisting of approximately
154,298 rentable square feet located at 4000 International Parkway, Carrollton, Denton County,
Texas, and more particularly described in the Lease (the “Building”). The Original Lease,
as so amended, is hereinafter referred to as the “Lease.” Unless otherwise defined herein,
all initially capitalized terms will have the respective meanings assigned thereto in the Lease.



     B. Landlord has acquired the Building and succeeded to all of Prior Landlord’s interest as
landlord under the Lease. Tenant has assumed and accepted all of Prior Tenant’s interest and
obligations under the Lease.



     C. Landlord and Tenant desire to evidence their agreement to amend the Lease, subject to the
terms set forth herein.



     NOW THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged and confessed, Landlord
and Tenant hereby agree as follows:



 









 





ARTICLE I




CERTAIN AMENDMENTS



     SECTION 1.01 Parking. Notwithstanding anything in the Lease to the contrary, during
the Term Tenant shall be allotted a total of 704 parking spaces (which total includes both reserved
and unreserved parking spaces). Tenant currently uses the reserved and assigned, as well as the
unreserved and unassigned parking spaces, shown on Exhibit “A” attached hereto, which
spaces, in total, equal 688. At any time during the Lease Term, within thirty (30) days of written
request by Tenant, Landlord shall provide Tenant with an additional sixteen (16) parking spaces in
a location contiguous to the Parking Area or Offsite Parking Area (as such spaces are identified on
Exhibit “A”), such location to be determined by Landlord in Landlord’s reasonable
discretion, such that Tenant may avail itself of all of the 704 parking spaces allotted to Tenant.



     SECTION 1.02 Termination of License Agreement. Landlord and Tenant hereby agree and
acknowledge that the license granted to Tenant for the use of seven (7) covered parking spaces
pursuant to that certain letter agreement dated May 25, 2007 (the “Letter Agreement”)
between Landlord and Tenant is terminated as of the Effective Date hereof (such spaces being
subsumed in the parking spaces allotted to Tenant pursuant to Section 1.01 above), and the
terms and provisions contained in such Letter Agreement are null and void, and of no further force
and effect. For avoidance of doubt, Tenant shall be entitled to such seven (7) spaces under the
terms of this Amendment.



     SECTION 1.03 Authority. Tenant represents that it is the Tenant under the Lease and
has not assigned or sublet any portion of the Premises to a third party. Tenant and each person
signing this Amendment on behalf of Tenant represents to Landlord as follows: (i) Tenant is a duly
formed and validly existing corporation under the laws of Delaware, (ii) Tenant has and is
qualified to do business in Texas, (iii) Tenant has the full right and authority to enter into this
Amendment, and (iv) each person signing on behalf of Tenant was and continues to be authorized to
do so. Tenant shall deliver to Landlord upon demand evidence of such authority satisfactory to
Landlord.



     SECTION 1.04 Brokerage. Landlord and Tenant each warrant to the other that it has not
dealt with any broker or agent in connection with the negotiation or execution of this Amendment
except that Landlord has retained Peloton Real Estate Partners (hereafter, the “Broker”).
Landlord shall pay to Broker the commission arising out of this Amendment pursuant to a separate
agreement between Landlord and such Broker. Landlord and Tenant hereby indemnify each other from
the payment of any commissions owed to any broker with respect to this Amendment resulting from the
acts of such party, but not otherwise.



     SECTION 1.05 No Offer. The submission of this Amendment to Tenant shall not be
construed as an offer, nor shall Tenant have any rights under this Amendment unless Landlord
executes a copy of this Amendment and delivers it to Tenant.








 









 











     SECTION 1.06 Exhibits. Landlord and Tenant agree that the following exhibits have
been attached hereto and will be deemed a part of this Amendment and the Lease for all purposes and
will be in lieu of any similar rights or provisions currently set forth in the Lease:



          Exhibit A — Parking Area and Offsite Parking Area




     SECTION 1.07 Further Amendments. The Lease shall be and hereby is further amended
wherever necessary, even though not specifically referred to herein, in order to give effect to the
terms of this Amendment. Section 1.05 and Exhibit B of the Fifth Amendment and Section 7
of the Fourth Amendment are hereby deleted in their entirety.



ARTICLE II




MISCELLANEOUS



     SECTION 2.01 Ratification. The Lease, as amended hereby, is hereby ratified,
confirmed and deemed in full force and effect in accordance with its terms. Each party represents
to the other that it (a) is currently unaware of any default by the other under the Lease; (b) has
full power and authority to execute and deliver this Amendment and this Amendment represents a
valid and binding obligation of such part enforceable in accordance with its terms, except where
such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or similar
laws now or hereafter in effect relating to creditor’s rights; (c) except as set forth on
Exhibit C to the Fifth Amendment, Landlord has completed all improvements to the Premises
in compliance with all requirements in the Lease; and (d) except as set forth on Exhibit C
to the Fifth Amendment, all tenant finish costs or allowances payable by Landlord have been paid
and no such costs or allowances are payable hereafter under the Lease.



     SECTION 2.02 Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas.



     SECTION 2.03 Counterparts. This Amendment may be executed in multiple counterparts
each of which is deemed an original but together constitute one and the same instrument. This
Amendment may be executed by facsimile and each party has the right to rely upon a facsimile
counterpart of this Amendment signed by the other party to the same extent as if such party had
received an original counterpart.



     SECTION 2.04 WAIVER OF JURY TRIAL. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY
JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN LANDLORD AND TENANT ARISING OUT OF THE LEASE OR ANY OTHER INSTRUMENT, DOCUMENT,
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.



     SECTION 2.05 OFAC. Neither Tenant nor any of its affiliates, is a person or entity
with whom U.S. persons or entities are restricted from doing business under regulations of the



 









 







Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including
those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute,
executive order (including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or
other governmental action.



 









 





     IN WITNESS WHEREOF, this Amendment has been executed as of the date and year first above
written.



	 	 	 	 	 
	 	LANDLORD:



ARI-COMMERCIAL PROPERTIES, INC., a California

corporation, in its capacity as agent for the

tenants in common owners of the Property

 	 
	 	By:  	/s/ Signature Illegible
 	 
	 	 	Name:  	Name Illegible 	 
	 	 	Title:  	VP ASSET MGMT 	 
	 



	 	 	 	 	 
	 	TENANT:



REALPAGE, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:  	CFO 	 
	 





 









 








EXHIBIT A




PARKING AREA AND OFFSITE PARKING AREA