exv10w33






Exhibit 10.33




Execution Copy




SECURED PROMISSORY NOTE



THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.



This Secured Promissory Note is subject to that certain Subordination Agreement dated August 1,
2008 between Comerica Bank and Investor.




	 	 	 
	SECURED PROMISSORY NOTE	 	 
	US $5,000,000
	 	Date as of            , 2008






     FOR VALUE RECEIVED, RealPage, Inc., a Delaware corporation located at 4000 International
Parkway, Carrollton, TX 75007 (the “Company”), promise to pay to the order of 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”) or its assigns, the principal sum of Five Million US
Dollars ($5,000,000) or such lesser amount as shall then equal the outstanding principal amount
hereof, together with interest on the unpaid principal balance at a rate of Thirteen and
three-quarters percent (13.75%) per annum, from the date of this Secured Promissory Note (the
“Note”) through the date that all principal and accrued interest under this Note is paid in full;
provided, however, that interest shall be increased to sixteen and one-quarter percent (16.25%) per
annum from the occurrence of any Event of Default (defined below) through the date that all Events
of Default has been fully cured or waived by Investor.



     This Note is issued under the Note Purchase Agreement, dated August 1, 2008, entered into
between the Company and Investor (the “Note Agreement”). All capitalized terms not defined in this
Note have the meaning set forth under the Note Agreement.


This Note shall be paid as follows:





     (i) Quarterly interest payments paid in arrears on the last day of each calendar
quarter (March 31, June 30, September 30 and December 31), calculated on a pro rata basis
for the period from the date of this Note through September 30, 2008; and




     (ii) All principal, accrued interest, and expenses due hereunder (“Obligations”) shall
be paid in full on or before August 1, 2013.



 









 





     All Obligations are secured by the Security Agreement and the holder hereof is entitled to the
benefits thereof.



     All agreements between the Company and Investor pertaining to the indebtedness under this Note
are expressly limited so that in no event whatsoever shall the amount of interest paid or agreed to
be paid to Investor exceed the highest rate of interest permissible under applicable law.


If, from any circumstances whatsoever, fulfillment of any provision of this Note or any other
instrument securing this Note or all or any part of such indebtedness, at the time performance of
such provision shall be due, shall involve exceeding the interest limitation validly prescribed by
law which a court of competent jurisdiction may deem applicable hereto, then the obligation to be
fulfilled shall be reduced to an amount computed at the highest rate of interest permissible under
such applicable law, and if, for any reason whatsoever, Investor shall ever receive as interest an
amount which would be deemed unlawful under such applicable law, such interest shall be
automatically applied to the payment of the principal amount described herein or otherwise owed by
the Company to Investor (whether or not then due and payable), and not to the payment of interest.
The Company and Investor agree that the amount of any prepayment fees or penalties under this Note
is not intended by the parties to constitute interest.




     The following is a statement of the rights of Investor and the conditions to which this Note
is subject, and to which the holder hereof, by the acceptance of this Note, agrees:



     1. Events of Default. The occurrence of any of the following shall constitute an “Event of
Default” under this Note:



          (a) Failure to Pay. The Company shall fail to pay when due any principal, interest or
other payment hereunder within five (5) business days after the due date hereunder;




          (b) Breach. Any representation of the Company under the Note Agreement or any
Ancillary Agreement shall be untrue as of the date made, or the Company shall breach any covenant
or warranty in any of such agreements, and any breach remains uncured for fifteen (15) business
days following the date that written notice of such breach is delivered by Investor to the Company;




          (c) Cross Default. The Senior Lender declares a default under the Senior Debt and all
applicable notice and cure provisions have expired;




          (d) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for
or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all
or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay
its debts generally as they mature, (iii) make a general assignment for the benefit of itself or
any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) become insolvent (as
such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief with respect to itself
or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or
consent to any such relief or to the appointment of or taking possession of its property by any
official in an involuntary






 









 







case or other proceeding commenced against it, or (vii) take any action for the purpose of
effecting any of the foregoing; or




          (e) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment
of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of
the property thereof, or an involuntary case or other proceedings seeking liquidation,
reorganization or other relief with respect to the Company or the debts thereof under any
bankruptcy, insolvency or other similar law or hereafter in effect shall be commenced and an order
for relief entered or such proceeding shall not be dismissed or discharged within ninety (90) days
of commencement.




          (f) Financial Covenants. If the Investor determines, upon written notice to the
Company, that the Company has breached one or more of the financial covenants set forth in Section
8.1 of the Note Agreement.




     2. Rights of Investor Upon Default. Upon the occurrence or existence of any Event of Default
and at any time thereafter during the continuance of such Event of Default, Investor may declare
all outstanding Obligations payable by the Company to be immediately due and payable without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly
waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of
Default, Investor may exercise any other right, power or remedy granted to it or otherwise
permitted to it by law or under any other agreement including, without limitation, the Security
Agreement, either by suit in equity or by action at law, or both.



     3. Prepayment. The Company may prepay this Note at anytime provided that all principal and
accrued interest under this Note is paid in full at the time of such prepayment, plus an amount
equal to the outstanding principal of this Note multiplied by the percentage stated in the
following table:



	 	 	 	 	 
	Prepayment Date	 	Multiplier	 
	On or prior to July 31, 2009
	 	 	4	%
	After July 31, 2009,
but on or prior to July 31, 2010
	 	 	3	%
	After July 31, 2010,
but on or prior to July 31, 2011
	 	 	2	%
	After July 31, 2011,
but on or prior to July 31, 2012
	 	 	1	%
	Thereafter
	 	 	0	%






     provided, however, if such prepayment (a) occurs on or prior to July 31, 2009, and (b) is in
conjunction with of a Qualified Public Offering, the multiplier shall be 3%.



 









 





     4. Successors and Assigns. The rights and obligations of the Company and the holder of this
Note shall be binding upon and benefit the successors, assigns, heirs, administrators and
transferees of the parties.



     5. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon
the written consent of the Company and Investor.



     6. Assignment. Notwithstanding anything to the contrary, neither this Note nor any of the
rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Company, without the prior written consent of Investor. The Company
acknowledges that Investor may without restriction, upon written notice to the Company, assign its
rights and obligations under this Note, the Note Agreement, the Security Agreement and any related
documents and agreements, including the right to receive payment hereunder.



     7. Notices. All notices and other communications required or permitted hereunder shall be in
writing and shall be hand delivered or sent via facsimile, overnight courier service or mailed by
certified or registered mail, postage prepaid, return receipt requested, addressed or sent (i) if
to Investor, at the address furnished by Investor to the Company in writing, or (ii) if to the
Company, at the address first shown above, Attn: General Counsel, or at such other address as the
Company shall have furnished to Investor in writing.



     8. Payment. Payment shall be made in lawful tender of the United States.



     9. Expenses; Waivers. If action is instituted to collect this Note, the Company shall pay all
costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred
in connection with such action. The Company hereby waives notice of default, presentment or demand
for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative
to this Note.



     10. Governing Law. This Note and all actions arising out of or in connection with this Note
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.



     11. JURY TRIAL WAIVER. INVESTOR, THE COMPANY ACKNOWLEDGES THAT THE RIGHT TO TRIAL BY JURY IS
A CONSTITUTIONAL RIGHT, BUT ONE THAT MAY BE WAIVED. AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR
MUTUAL BENEFIT, INVESTOR AND THE COMPANY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS NOTE.



 









 





     IN WITNESS WHEREOF, the Company has caused this Note to be issued on           , 2008.


COMPANY



RealPage, Inc., a Delaware corporation




	 	 	 	 	 
	 	 
	By:  	
 	 
	 	Timothy J. Barker 	 
	 	Its: Executive Vice President,


      Chief Financial Officer and Treasurer