exv10w38






Exhibit 10.38




REALPAGE, INC.




AMENDMENT NO. 1 TO




UNSECURED SUBORDINATED PROMISSORY NOTES



This Amendment No. 1 to Unsecured Subordinated Promissory Notes, dated as of September ___, 2009
(this “Amendment”) by and among RealPage, Inc., a Delaware corporation (the
“Company”) and the parties listed on the signature pages hereto as Noteholders (the
“Noteholders”).



RECITALS



          WHEREAS, the Company issued to the Noteholders those certain Unsecured Subordinated Promissory
Notes listed on Schedule A hereto (collectively, the “Notes” and each, a
“Note”), each issued as of December 31, 2008, in an aggregate original principal amount of
$11,064,391.53. Capitalized terms used but not defined herein shall have the meanings given such
terms in the Notes;


          WHEREAS, the Company is entering into a Credit Agreement, dated on or about the date hereof
(the “Credit Agreement”), with Wells Fargo Foothill, LLC as Agent, and the lenders party
thereto;


          WHEREAS, in connection with the Credit Agreement, each Noteholder has agreed to enter into a
Subordination Agreement, dated as of the date hereof (the “Subordination Agreement”), with
Agent, and to amend the Notes to reference such Subordination Agreement and to extend the maturity
date of each Note;


          WHEREAS, pursuant to the terms of the Notes, the Notes may only be amended in an agreement in
writing signed by the party to be charged;


          NOW, THEREFORE, in consideration of the premises and agreements set forth herein and in the
Notes, the parties hereto, intending to be legally bound, agree as follows:




	 	1.	 	Amendment.






	 	a.	 	The legend in the first paragraph of each Note is hereby amended and restated
in its entirety as follows:
	 
	 	 	 	“RIGHTS OF THE HOLDER TO RECEIVE PAYMENT ARE SUBJECT AND SUBORDINATE TO THE
PRIOR PAYMENT OF ALL OBLIGATIONS OF THE CORPORATION TO THE SENIOR SECURED
PARTIES, AS DEFINED IN AND PURSUANT TO THE TERMS OF A SUBORDINATION AGREEMENT
OF EVEN DATE HEREWITH, AMONG THE CORPORATION, THE HOLDER AND THE OTHER
CREDITORS (AS DEFINED THEREIN) AND WELLS FARGO FOOTHILL, LLC, AS AGENT FOR THE
SENIOR SECURED PARTIES, AS WELL AS BEING SUBORDINATE TO THE PRIOR PAYMENT OF





 









 






	 	 	 	ALL OBLIGATIONS OF THE CORPORATION TO HV CAPITAL INVESTORS, L.L.C., PURSUANT
TO THE TERMS HEREOF. THIS SUBORDINATED PROMISSORY NOTE SHALL AT ALL TIMES BE
UNSECURED.
	 
	 	b.	 	Clause (iii) of the definition of Maturity Date in the third paragraph of each Note is
hereby amended and restated in its entirety as follows:
	 
	 	 	 	"(iii) October 1, 2013.”





     2. Effectiveness. This Amendment shall be deemed effective as of the execution and
delivery by the Corporation and each Noteholder. Except as amended by this Amendment, the Notes
shall remain in full force and effect and shall be otherwise unaffected by this Amendment.



     3. Governing Law. The laws of the State of Texas shall govern the construction of
this Amendment, without regard to principles of conflicts of laws.



     4. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     5. Titles and Subtitles. The titles and subtitles used in this Amendment are used for
convenience only and are not to be considered in construing or interpreting this Amendment.



     6. Severability. If one or more provisions of this Amendment are held to be
unenforceable under applicable law, such provision shall be excluded from this Amendment and the
balance of the Amendment shall be interpreted as if such provision were so excluded and shall



[Signature Page Follows]



 









 




          IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date
first above written.



	 	 	 	 	 
	 	REALPAGE, INC.

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



Signature Page to Amendment No. 1





 









 




          IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date
first above written.



	 	 	 	 	 	 	 

	 	 	NOTEHOLDERS:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Advance Capital Partners, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Advance Capital Associates, L.P., its General Partner
	 	 	By:	 	Advance Capital Management, LLC
	 	 	Title:	 	its General Partner
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Signature Illegible
	 	 	 	 	 
	 	 	Principal
	 	 	 
	 

	 	Attention:
	 	 	 	Peter Lyons — CFO
	 

	 	 	 	 	 	 
	 

	 	Telecopy:
	 	 	 	212-835-2020
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Advance Capital Offshore Partners, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Advance Capital Offshore Associates, LDC, its General Partner
	 	 	By:	 	Advance Capital Associates, L.P.
	 	 	 	 	 
	 	 	Title:	 	its General Partner
	 	 	 	 	 
	 	 	By:	 	Advance Capital Management, LLC
	 	 	its General Partner
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Signature Illegible
	 	 	 	 	 
	 	 	Principal
	 	 	 
	 

	 	Attention:
	 	 	 	Peter Lyons — CFO
	 

	 	 	 	 	 	 
	 

	 	Telecopy:
	 	 	 	212-835-2020
	 

	 	 	 	 	 	 





Signature Page to Amendment No. 1




 









 







          IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date
first above written.



	 	 	 	 	 	 	 

	 	 	NOTEHOLDERS:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Apax Excelsior VI, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Stahl
	 	, its General Partner
	 

	 	 	 	 	 	 
	 	 	By:	 	Christian Stahl
	 	 	 	 	 
	 	 	Title:	 	Partner
	 	 	 	 	 





	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 	 	 	 	 
	 

	 	Telecopy:	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 	 	 

	 	 	Apax Excelsior VI-A. C.V.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Stahl
	 	, its General Partner
	 

	 	 	 	 	 	 
	 	 	By:	 	Christian Stahl
	 	 	 	 	 
	 	 	Title:	 	Partner
	 	 	 	 	 





	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 	 	 	 	 
	 

	 	Telecopy:	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 	 	 

	 	 	Apax Excelsior VI-B C.V.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Stahl
	 	, its General Partner
	 

	 	 	 	 	 	 
	 	 	By:	 	Christian Stahl
	 	 	 	 	 
	 	 	Title:	 	Partner
	 	 	 	 	 





	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 	 	 	 	 
	 

	 	Telecopy:	 	 	 	 
	 	 	 	 	 





Signature Page to Amendment No. 1




 









 







          IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date
first above written.



	 	 	 	 	 	 	 

	 	 	NOTEHOLDERS:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Patricof Private Investment Club III, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christian Stahl
	 	, its General Partner
	 

	 	 	 	 	 	 
	 	 	By:	 	Christian Stahl
	 	 	 	 	 
	 	 	Title:	 	Partner
	 	 	 	 	 





	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 	 	 	 	 
	 

	 	Telecopy:	 	 	 	 
	 	 	 	 	 





Signature Page to Amendment No. 1




 









 







          IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date
first above written.



	 	 	 	 	 	 	 

	 	 	NOTEHOLDERS:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Seren Capital Ltd.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen T. Winn
	 	, its General Partner
	 

	 	 	 	 	 	 
	 	 	By:	 	Stephen T. Winn
	 	 	 	 	 
	 	 	Title:	 	Sole Manager and President
	 	 	 	 	 





	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 	 	 	 	 
	 

	 	Telecopy:	 	 	 	 
	 	 	 	 	 





Signature Page to Amendment No. 1




 









 







          IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the date
first above written.



	 	 	 	 	 	 	 

	 	 	NOTEHOLDERS:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Camden Partners Strategic Fund III, L.P.
	 
	 	 	 	 	 	 
	 	 	By: Camden Partners Strategic III, LLC
	 	 	Its: General Partner
	 
	 	 	 	 	 	 
	 	 	By: Camden Partners Strategic Manager, LLC
	 	 	Its: Managing Member
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Richard M. Berkeley
	 	 	 	 	 
	 	 	Richard M. Berkeley	 	 
	 	 	Managing Member	 	9/1/09
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Camden Partners Strategic Fund III-A, L.P.
	 
	 	 	 	 	 	 
	 	 	By: Camden Partners Strategic III, LLC
	 	 	Its: General Partner
	 
	 	 	 	 	 	 
	 	 	By: Camden Partners Strategic Manager, LLC
	 	 	Its: Managing Member
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard M. Berkeley
	 

	 	 	 	 
	 	 	Richard M. Berkeley	 	 
	 	 	Managing Member	 	9/1/09






Signature Page to Amendment No. 1




 









 








SCHEDULE A

Schedule of Notes




	 	 	 	 	 
	Noteholder	 	Original Principal Amount of Note	 
	Advanced Capital Offshore Partners, L.P.
	 	$	244,724.71	 
	Advanced Capital Partners, L.P.
	 	$	780,322.89	 
	Apax Excelsior VI, L.P.
	 	$	3,114,312.75	 
	Apax Excelsior VI, L.P.
	 	$	599,320.75	 
	Apax Excelsior VI-A, C.V.
	 	$	254,395.03	 
	Apax Excelsior VI-A, C.V.
	 	$	48,955.62	 
	Apax Excelsior VI-B, C.V.
	 	$	169,475.67	 
	Apax Excelsior VI-B, C.V.
	 	$	32,613.62	 
	Camden Partners Strategic Fund III, L.P.
	 	$	105,035.28	 
	Camden Partners Strategic Fund III, L.P.
	 	$	589,672.59	 
	Camden Partners Strategic Fund III, L.P.
	 	$	235,685.19	 
	Camden Partners Strategic Fund III-A, L.P.
	 	$	4,376.67	 
	Camden Partners Strategic Fund III-A, L.P.
	 	$	9,794.53	 
	Camden Partners Strategic Fund III-A, L.P.
	 	$	24,506.48	 
	Patricof Private Investment Club III, L.P.
	 	$	20,480.37	 
	Patricof Private Investment Club III, L.P.
	 	$	106,423.97	 
	Seren Capital Ltd.
	 	$	1,056,936.62	 
	Seren Capital Ltd.
	 	$	3,501,165.28	 
	 
	 	 	 
	Total
	 	$	10,898,198.02