exv10w26






Exhibit 10.26




CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered
into as of December 23, 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 desires to enter into a Parental Guaranty in favor of JPMorgan Chase Bank,
N.A. dated on or around the date hereof in connection with the cash management services provided by
JPMorgan Chase Bank, N.A. to RealPage Payment Processing (the “JPMorgan Guaranty”);



     WHEREAS, Borrower desires to pay a cash dividend to the holders of the Preferred Stock, some
of which holders are Affiliates of Borrower, in an aggregate amount equal to $2,500,000 (the
“Cash Dividend”);



     WHEREAS, in order to effect the Cash Dividend, Borrower must amend and file with the Office of
the Secretary of State of the State of Delaware its Amended and Restated Certificate of
Incorporation (“December 2009 Amended and Restated Certificate of Incorporation”); and



     WHEREAS, Borrower has requested that Agent and the Lenders (a) consent to Borrower’s (i)
execution and delivery of the JPMorgan Guaranty, (ii) payment of the Cash Dividend and (iii) filing
of the December 2009 Amended and Restated Certificate of Incorporation with the Office of the
Secretary of State of the State of Delaware and (b) amend the Credit Agreement in certain respects.



     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. Consent. Subject to the terms and conditions set forth herein, Agent and Lenders
hereby consent to Borrower’s (a) execution and delivery of the JPMorgan Guaranty, (b) payment of
the Cash Dividend and (c) filing of the 2009 Amended and Restated Certificate of Incorporation with
the Office of the Secretary of State of the State of Delaware; provided that (i) the Cash Dividend
does not exceed $2,500,000 in the aggregate, (ii) the Cash Dividend is paid on or prior to December
31, 2009, (iii) no dividends in the form of Preferred Shareholder Notes are issued during
Borrower’s fiscal year ending December 31, 2009 and (iv) the 2009 Amended and Restated Certificate
of Incorporation filed with the Office of the Secretary of State of the State of Delaware is in the
form attached hereto as Exhibit A. This is a limited consent and shall not, except as
expressly



 









 




set forth herein, be deemed to constitute a consent to or waiver of any Default, Event of
Default or breach of the Credit Agreement or any other Loan Document or any other requirements of any
provision of the Credit Agreement or any other Loan Document.




     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(c) of the Credit Agreement is hereby amended by deleting “$10,000,000” where it
appears therein and substituting “$12,000,000” therefor.




          (b) Section 8 of the Credit Agreement is hereby amended by (i) deleting “or” where it appears
at the end of Section 8.10, (ii) deleting “.” where it appears at the end of Section 8.11 and
substituting “; or” therefor and (c) adding the following as a new Section 8.12:





     8.12 If (a) there is a default under any Payment Processing Cash Management
Agreement (after giving effect to any applicable grace or cure period) involving
an aggregate amount of $250,000 or more or (b) a demand for payment involving an
amount, individually or in the aggregate, in excess of $250,000 is made under a
Payment Processing Guaranty against any Loan Party.



          (c) Schedule 1.1 to the Credit Agreement is hereby amended to add the following definitions in
the alphabetical location therefor:





     “Payment Processing Cash Management Agreement” means any agreement
between RealPage Payment Processing and a financial institution pursuant to
which such financial institution provides cash management services to RealPage
Payment Processing (including without limitation deposit account services, fund
transfer services, automated clearing house funds transfer services,
intercompany sweep transfers and investment services).




     “Payment Processing Guaranty” means (a) that certain Continuing
Guaranty dated as of January 18, 2007 executed by Borrower in favor of Wells
Fargo Bank, National Association, (b) that certain Parental Guaranty dated on or
around December 23, 2009 executed by Borrower in favor of JPMorgan Chase Bank,
N.A. and (c) any other guaranty executed by Borrower or any other Loan Party in
favor of a financial institution with respect to any Payment Processing Cash
Management Agreement between RealPage Payment Processing and such financial
institution (provided that this clause (c) shall not be deemed to constitute
consent by Agent or any Lender to Borrower’s or such other Loan Party’s
execution of any such guaranty).



          (d) The last two rows of Schedule 5.2 to the Credit Agreement are herby amended and restated
in their entirety to read as follows:






 









 








	 	 	 
	Promptly after receipt thereof
	 	(m) any notice of redemption
received by Borrower from the
requisite number of shareholders
required to effect a mandatory
redemption under Borrower’s
Governing Documents,

	 	 	 

	 	 	(n) any notice of default under any
Payment Processing Cash Management
Agreement received by any Loan
Party, and

	 	 	 

	 	 	(o) any demand for payment under a
Payment Processing Guaranty received
by any Loan Party.

	 	 	 

	Upon request by Agent
	 	(p) Such other reports, including
but not limited to a summary aging
of the Borrower’s Accounts, and a
summary aging, by vendor, of
Borrower’s accounts payable, and any
book overdrafts, and as to accrued
but unpaid taxes, the Collateral or
the financial condition of Borrower
and its Subsidiaries, as Agent may
reasonably request.







          (e) Schedule 6.12 to the Credit Agreement is replaced with Schedule 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 three (3) original copies 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.




     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; 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.




          (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]




 









 





     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:  	EVP and CFO 	 
	 



	 	 	 	 	 
	 	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/ Charles Fell
 	 
	 	 	Name:  	Charles Fell 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



CONSENT AND REAFFIRMATION





     Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Consent and Third
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.



[Signature Page Follows]






 









 








	 	 	 	 	 
	 	OPSTECHTNOLOGY, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:  	VP & Treasurer 	 
	 



	 	 	 	 	 
	 	MULTIFAMILY INTERNET VENTURES, LLC,

a California limited liability company

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:  	VP & Treasurer 	 
	 



	 	 	 	 	 
	 	STARFIRE MEDIA, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:  	VP & Treasurer 	 
	 



	 	 	 	 	 
	 	REALPAGE INDIA HOLDINGS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:  	VP & Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	A.L. WIZARD, INC.,

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:  	VP & Treasurer 	 
	 



	 	 	 	 	 
	 	PROPERTYWARE, INC.,

a California corporation

 	 
	 	By:  	/s/ Timothy J. Barker
 	 
	 	 	Name:  	Timothy J. Barker 	 
	 	 	Title:  	VP & Treasurer