EXHIBIT 10.13


FIFTH
AMENDMENT TO LEASE


          THIS
FIFTH AMENDMENT TO LEASE (this “Amendment”) is made as of the Amendment Date
(as hereinafter defined) by and between TOWER PLACE, L.P., a Georgia limited
partnership (“Landlord”) and QUALITY SYSTEMS, INC., a California corporation
(“Tenant”).


RECITALS


          Landlord
and Tenant have previously entered into that certain Tower Place Office Lease
dated November 15, 2000, as amended by that certain First Amendment of Lease
dated August 12, 2003, as further amended by that certain Second Amendment of
Lease dated October 1, 2003, as further amended by that certain Third Amendment
of Lease dated June 9, 2004, and as further amended by that certain Fourth
Amendment of Lease dated September 22, 2005 (collectively, the “Lease”) for the
lease of approximately 24,112 rentable square feet of space, more commonly
known as Suite 2700 Tower Place, 3340 Peachtree Road, NE (the “Premises”)
located within Tower Place, Atlanta, Fulton County, Georgia.


          Landlord
and Tenant desire to amend the Lease as more particularly set forth below.


          NOW,
THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration in hand paid by each party hereto to the
other, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:


1.       Definitions. All capitalized terms used
herein but undefined shall have the meaning as defined in the Lease. For
purposes of the Lease, and this Amendment, the following term shall mean the
following:


          “Landlord
Entities” shall mean Landlord, Landlord’s investment manager, and the
trustees, boards of directors, officers, general partners, beneficiaries,
stockholders, employees and agents of each of them.



2.       Expansion Space. Commencing on the earlier
of (a) May 1, 2007 or (b) the date that Tenant occupies the Expansion Space
(the “Expansion Effective Date”), the Premises shall be expanded to also
include that certain additional space as more particularly described on Exhibit “A” attached
hereto and incorporated herein by reference (the “Expansion
Space”) containing approximately 10,671 rentable square feet located on the
twentieth (20th) floor of the Building. Commencing on the Expansion Effective
Date, the Premises shall be defined as the original Premises described in the
Lease and the Expansion Space.


3.       Expansion Space Improvements Landlord shall
make improvements to the Expansion Space as more particularly described on Exhibit
“B” attached hereto and incorporated herein by reference.


4.       Stipulated Square Footage (Building).
Commencing on the Expansion Effective Date, the Stipulated Square Footage of
the Building (as defined in Section 1.1(f) of the Lease) shall be an agreed
upon 611,713 rentable square feet.


5.       Change
in Tenant’s Share. Commencing on
Expansion Effective Date, Tenant’s Share (as defined in Section 1.l(k) of the
Lease) shall be increased to 5.69%.


6.       Change
in Base Year. Commencing on the Expansion Effective Date, the
Base Year for the Expansion Space only shall be calendar year 2007.







7.       Rent.


          (a)          As
of the Expansion Effective Date, the Base Rental for the Expansion Space shall
be payable according to the following schedule:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Period

	
 

	
Rentable

  Square 

  Footage

	
 

	
Annual Base

  Rental

  Per Square Foot

	
 

	
Annual Base

  Rental

	
 

	
Monthly Installment

  of Base Rental

	
 


	
  

	
 


	
from

	
through

	
 

	
 

	
 

	
 

	
 


	
  

	
 


	
05/01/2007

	
04/09/2008

	
 

	
 

	
10,671

	
 

	
$

	
24.50

	
 

	
$

	
261,439.56

	
 

	
 

	
$21,786.63

	
 


	
04/10/2008

	
04/09/2009

	
 

	
 

	
10,671

	
 

	
$

	
25.24

	
 

	
$

	
269,336.04

	
 

	
 

	
$22,444.67

	
 


	
04/10/2009

	
04/09/2010

	
 

	
 

	
10,671

	
 

	
$

	
26.00

	
 

	
$

	
277,446.00

	
 

	
 

	
$23,120.50

	
 


	
04/10/2010

	
04/09/2011

	
 

	
 

	
10,671

	
 

	
$

	
26.77

	
 

	
$

	
285,662.64

	
 

	
 

	
$23,805.22

	
 


	
04/10/2011

	
10/31/2011

	
 

	
 

	
10,671

	
 

	
$

	
27.57

	
 

	
$

	
294,199.44

	
 

	

 

	
$24,516.62

	
 





          (b)          All
Rent payable by Tenant shall be paid to Landlord at the following address:


	
 

	
 

	
 


	
If by U.S. Mail:

	
Tower Place, L.P.


	
 

	
75 Remittance Drive


	
 

	
Suite 6706


	
 

	
Chicago, IL 60675-6706


	
 

	
 

	
 


	
If By Wire Transfer:

	
The Northern Trust Company


	
 

	
50 South LaSalle Street


	
 

	
Chicago, IL 60675


	
 

	
ABA No.: 071-000-152


	
 

	
For Credit to:

	
Tower Place, L.P. Lockbox
  Account
a Property of Tower Place, L.P.,
by RREEF Management Company


	
 

	
Account No.:

	
2726769





8.       Insurance.
Section 4.10 of the
Lease is hereby deleted in its entirety and the following is hereby substituted
therefor: 


          (a)          Tenant
shall keep in force throughout the Term: (a) a Commercial General Liability
insurance policy or policies to protect the Landlord Entities against any
liability to the public or to any invitee of Tenant or a Landlord Entity
incidental to the use of or resulting from any accident occurring in or upon
the Premises with a limit of not less than $1,000,000 per occurrence and not
less than $2,000,000 in the annual aggregate, or such larger amount as Landlord
may prudently require from time to time, covering bodily injury and property
damage liability and $1,000,000 products/completed operations aggregate; (b) Business
Auto Liability covering owned, non-owned and hired vehicles with a limit of not
less than $1,000,000 per accident; (c) Workers’ Compensation Insurance with
limits as required by statute and Employers Liability with limits of $500,000
each accident, $500,000 disease policy limit, $500,000 disease—each employee;
(d) All Risk or Special Form coverage protecting Tenant against loss of or
damage to Tenant’s alterations, additions, improvements, carpeting, floor
coverings, panelings, decorations, fixtures, inventory and other business
personal property situated in or about the Premises to the full replacement
value of the property so insured.



          (b)          The
aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the
Landlord Entities as additional insureds (General Liability) and loss payee
(Property—Special Form); (c) be issued by an insurance company with a minimum
Best’s rating of “A-:VII” during the Term; and (d) provide that said insurance
shall not be canceled unless thirty (30) days prior written notice (ten days
for non-payment of premium) shall have been given to Landlord; a certificate of
Liability insurance on ACORD Form 25 and a certificate of Property insurance on
ACORD Form 28 shall be


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delivered to Landlord by Tenant upon the Commencement
Date and at least thirty (30) days prior to each renewal of said insurance.


          (c)          
Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises (“Work”) the aforesaid insurance
protection must extend to and include injuries to persons and damage to
property arising in connection with such Work, without limitation including
liability under any applicable structural work act, and such other insurance as
Landlord shall require; and the policies of or certificates evidencing such
insurance must be delivered to Landlord prior to the commencement of any such
Work.


          (d)          So
long as their respective insurers so permit, Tenant and Landlord hereby
mutually waive their respective rights of recovery against each other for any
loss insured by fire, extended coverage, All Risks or other insurance now or
hereafter existing for the benefit of the respective party but only to the
extent of the net insurance proceeds payable under such policies. Each party
shall obtain any special endorsements required by their insurer to evidence
compliance with the aforementioned waiver.


9.        Governmental
Regulations. The following is inserted at the end of Section
8.10(b) of the Lease:


“Notwithstanding the foregoing, if Tenant shall be
required by any governmental authority to repair, alter, remove, construct,
reconstruct, or improve any part or all of the Premises or the Building as a
result of the specific use being made by Tenant of the Premises, then such
action shall be the sole and exclusive responsibility of Tenant in all
respects; any such action shall be promptly performed by Tenant at its expense
in accordance with the applicable governmental requirement and otherwise in
accordance with the terms of this Lease.”


10.       Right of First Refusal.
Provided Tenant is
not then in default under the terms, covenants and conditions of the Lease,
Tenant shall have the right to lease the remaining space on the twentieth (20th)
floor of the Building containing approximately 12,484 rentable square feet (the
“Refusal Space”) at such time as Landlord receives an offer from a third party
to lease the Refusal Space which Landlord is prepared to accept (the “Offer”).
In such a case, Landlord shall give written notice to Tenant of the Offer, in
all its particulars and Tenant shall have a period of five (5) business days in which to exercise
Tenant’s right to lease the Refusal Space, failing which Landlord may lease the
Refusal Space to the third party on the basis of the Offer. In the event such
third party does not lease the Refusal Space pursuant to the Offer, Landlord
shall be obligated to follow the foregoing procedure for any subsequent Offer
which it receives. If Tenant exercises its option to include the Refusal Space
hereunder, effective on the delivery date specified in the Offer, the Refusal
Space shall automatically be included in the Premises and subject to all the
terms and conditions of the Lease, except as set forth in the Offer and as
follows:


          (a)          Tenant’s
Share (as defined in Section l.l(k) of the Lease) shall be recalculated, using
the total square footage of the Premises, as increased by the Refusal Space.


          (b)          Except
as set forth in the Offer, the Refusal Space shall be leased on an “as is”
basis and Landlord shall have no obligation to improve the Refusal Space or
grant Tenant any improvement allowance thereon.


          (c)          If
requested by Landlord, Tenant shall, prior to the beginning of the term for the
Refusal Space, execute a written memorandum confirming the inclusion of the
Refusal Space and the Base Rental for the Refusal Space.


11.       Landlord’s
Notice Address. Notwithstanding anything to the contrary
contained in the Lease, pursuant to Section 8.1 of the Lease, Landlord’s
address for notices shall be:


3







	
 

	
 

	
 


	
 

	
To Landlord:


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
Tower Place, L.P.


	
 

	
 

	
c/o RREEF


	
 

	
 

	
3340 Peachtree Road, Suite
  250


	
 

	
 

	
Atlanta, Georgia 30326


	
 

	
 

	
Attn: Faye Z. Phillips


	
 

	
 

	
 


	
 

	
and


	
 

	
 

	
 


	
 

	
 

	
Tower Place, L.P.


	
 

	
 

	
c/o Regent Partners, LLC


	
 

	
 

	
3348 Peachtree Road, NE,
  Suite 1000


	
 

	
 

	
Atlanta, Georgia
  30326-1008


	
 

	
 

	
Attn: Debra Cohbs





12.      Tenant’s
Authority.


          (a)          If
Tenant signs as a corporation, partnership, trust or other legal entity each
of the persons executing this Fifth Amendment to Lease on behalf of Tenant
represents and warrants that Tenant has been and is qualified to do business in
the state in which the Building is located, that the entity has full right and
authority to enter into this Fifth Amendment to Lease, and that all persons
signing on behalf of the entity were authorized to do so by appropriate
actions. Tenant agrees to deliver to Landlord, simultaneously with the delivery
of this Fifth Amendment to Lease, a corporate resolution, proof of due
authorization by partners, opinion of counsel or other appropriate
documentation reasonably acceptable to Landlord evidencing the due
authorization of Tenant to enter into this Fifth Amendment to Lease.


          (b)          Tenant
hereby represents and warrants that neither Tenant, nor any persons or entities
holding any legal or beneficial interest whatsoever in Tenant, are (i) the
target of any sanctions program that is established by Executive Order of the
President or published by the Office of Foreign Assets Control, U.S. Department
of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to
the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56,
Executive Order 13224 (September 23, 2001) or any Executive Order of the
President issued pursuant to such statutes; or (iii) named on the following
list that is published by OFAC: “List of Specially Designated Nationals and
Blocked Persons.” If the foregoing representation is untrue at any time during
the Term, an Event of Default will be deemed to have occurred, without the
necessity of notice to Tenant.


13.      Miscellaneous.


          (a)          Except
as expressly provided herein, no free rent, moving allowances, tenant
improvement allowances or other such financial concessions contained in the
Lease shall apply to the Term as extended hereby. Tenant accepts the Premises in
their “as-is” condition.


          (b)          Tenant
represents to Landlord that, as of the date hereof, Landlord is not in default
of the Lease.


          (c)          For
purposes of this Amendment, the term “Amendment Date” shall mean the date upon which
this Amendment is signed by Landlord or Tenant, whichever is later.


          (d)          Except
as amended hereby, the Lease shall be and remain in full force and effect and
unchanged. As amended hereby, the Lease is hereby ratified and confirmed by
Landlord and Tenant. To the extent the terms hereof are inconsistent with the
terms of the Lease, the terms hereof shall control.


          (c)          Landlord
and Tenant acknowledge that CB Richard Ellis, Inc. has acted as agent for
Landlord in the negotiation and procurement of this Amendment. Tenant


4







represents
and warrants that it has been represented by Kern Olsen in connection with the negotiation and procurement of this Amendment and
agrees to indemnify Landlord against any third party other than Kern
Olsen claiming a fee or commission by or through Tenant.


          (f)          The
submission of this Amendment to Tenant for examination or consideration
does not constitute an offer to amend the Lease, and this Amendment shall
become effective only upon the execution and delivery thereof by Landlord and
Tenant.


          (g)         Effective
on the Expansion Effective Date, the Maximum Number of Parking
Spaces Available to Tenant [as defined in Section 1.1(r) of the Lease] shall
be increased from “72” to “104” spaces.


          IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be
executed and sealed as of the Amendment Date.


	
 

	
 

	
 

	
 

	
 

	
 


	
Date:

	
2-5-07

	
 

	
LANDLORD:


	
 

	
 

	
 


	
 

	
 

	
TOWER PLACE, L.P., a Georgia limited partnership


	
 

	
 

	
 


	
 

	
 

	
By: RREEF America REIT III Corp. O, a Maryland corporation, general
partner


	
 

	
 

	
 


	
 

	
 

	
By: RREEF Management Company, a Delaware corporation, Authorized Agent


	
 

	
 

	
 


	
	
 

	
By:

	



	
 

	
 

	
 

	



	
 

	
 

	
 

	
Faye Phillips 

  Vice President – District Manager


	
 

	
 

	
 


	
Date:

	
1-31-07

	
 

	
TENANT:


	
 

	
 

	
 


	
 

	
 

	
QUALITY SYSTEMS, INC., a California corporation


	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name: 

	
Paul Holt


	
 

	
 

	
 

	
Title:

	
CFO


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Attest: 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
Title:  

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
[CORPORATE SEAL]


	
	
	



5







[INSERT EXHIBIT A PAGE HERE] No Exhibit A







EXHIBIT B–EXPANSION SPACE
IMPROVEMENTS


This
Exbihit B is attached to and made a part of the Fifth Amendment to Lease dated January 31, 2007, between Tower Place,
L.P., as Landlord and Quality Systems, Inc., as Tenant.


          1.          
Expansion Space Improvements. Landlord shall provide design and construction of the work to the Expansion Space
described in Schedule 1 attached hereto (“Expansion Space
Improvements”). Tenant may not use or occupy the Expansion Space with a number
of personnel greater than is contemplated in the approved space plans.


          2.          Landlord’s
 Work.
Landlord agrees to construct  the
Premises with building standard finishes based upon mutually accepted plans dated
January 15, 2007 provided by Loia Budde and Associates.


          3.           Miscellancous.


                       (a)          Except
as set forth in
this Exhibit, Landlord has no other agreement with Tenant and has no obligation to do any work with respect
to the Expansion Space. Any other work in the Expansion Space which may be
permitted by Landlord pursuant to the terms
and conditions of the Lease shall be done at Tenant’s sole cost and
expense and in accordance with the terms and provisions of the Lease.


                       (b)          All
rights and remedies of Landlord herein
created or otherwise existing at law or
equity are cumulative, and the exercise of one or more such rights or remedies
shall not be deemed to exclude or waive the right to the exercise of any other
rights or remedies. All such rights and remedies may be exercised and enforced
concurrently and whenever and as often as deemed desirable.


                       (c)          This
Exhibit shall not be deemed applicable
to any additional space added to the
original Premises or the Expansion Space at any time or from time to time,
whether by any options under the Lease or otherwise, or to any portion of the
original Premises, the Expansion Space or any additions thereto in the event of
a renewal or extension of the original term of the Lease, whether by any
options under the Lease or otherwise.


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