SIXTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.55
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June
22, 2010, by and among XXXXX FARGO CAPITAL FINANCE, LLC (formerly known as Xxxxx 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”); and
WHEREAS, Borrower has requested that Agent and the Lenders 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. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:
(a) Section 2.2 of the Credit Agreement is hereby amended and restated in its entirety as
follows:
2.2 Term Loan.
On the Closing Date, the Lenders then party to this Agreement made term loans
to Borrower in the aggregate principal amount of $35,000,000 (such term loans,
collectively, the “Original Term Loan”). On the Fourth Amendment Effective
Date, the Lenders then party to this Agreement made additional term loans to
Borrower in the aggregate principal amount of $10,000,000 (such additional term
loans, collectively, the “Additional Term Loan”). In addition, at the
election of, and on a date or dates (each of which shall be a Business Day)
identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally,
not jointly or jointly and severally) to make delayed draw term loans to Borrower
(such delayed draw term loans, collectively, the “Delayed Draw Term Loan”)
during the Delayed Draw Funding Period in separate draws (each such draw, a
“Delayed Term Loan Draw”) up to the maximum amount set forth beside such
Lender’s name on Schedule C-2; provided that (a) the aggregate principal
amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b)
after giving effect to any such Delayed Term Loan Draw, the aggregate original
principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw
Term Loan Amount and (c) the conditions precedent set forth in Section 3.2
shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written
request by an Authorized Person delivered to Agent. Such notice must be received by
Agent no later than 10:00 a.m. (California time) on the Business Day prior to the
date that is the requested funding date of the Delayed Term Loan Draw specifying the
amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering
the above-described written request, any Authorized Person may give Agent telephonic
notice of such request by the required time. In such circumstances, Borrower agrees
that any such telephonic notice will be confirmed in writing within 24 hours of the
giving of such telephonic notice, but the failure to provide such written
confirmation shall not affect the validity of the request. When funded, each
Delayed Term Loan Draw shall become part of, and have all of the terms and
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conditions applicable to (including without limitation in respect of pricing,
repayments and maturity), the Term Loan for all purposes hereunder and under the
other Loan Documents and shall be secured by the Collateral in all respects. The
principal of the Term Loan shall be repaid in quarterly installments on the last day
of each fiscal quarter, each such quarterly installment in an amount equal to the
Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance
and all accrued and unpaid interest on the Term Loan shall be due and payable on the
earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term
Loan in accordance with the terms hereof. All principal of, interest on, and other
amounts payable in respect of the Term Loan shall constitute Obligations.
(b) Section 2.4(c)(ii) of the Credit Agreement is amended and restated in its entirety as
follows:
(ii) Term Loan Commitments. The Term Loan Commitments shall terminate upon the
making of Term Loans in the aggregate amount of the Term Loan Commitments and shall
be reduced by the original principal amount of each Delayed Term Loan Draw made by
Lenders.
(c) Section 2.4(e)(v) of the Credit Agreement is amended and restated in its entirety as
follows:
(v) Equity. Within 3 Business Days of the date of the issuance by Borrower or
any of its Subsidiaries of any shares of its or their Stock (other than (A) in the
event that Borrower or any of its Subsidiaries forms or capitalizes any Subsidiary
in accordance with the terms hereof, the issuance by such Subsidiary of Stock to
Borrower or such Subsidiary, as applicable, (B) the issuance of Stock of Borrower to
directors, officers, consultants and employees of Borrower and its Subsidiaries
pursuant to stock option plans (or other employee incentive plans or other
compensation arrangements) approved by the Board of Directors, (C) the issuance of
Stock of Borrower to finance the purchase consideration (or a portion thereof) in
connection with a Permitted Acquisition, (D) the issuance of Stock of Borrower the
proceeds of which are used to pay or prepay the Preferred Shareholder Notes, (E) the
issuance of Stock of Borrower for an aggregate sales price of an amount up to 5% of
the equity valuation of Borrower on a fully-diluted basis before giving effect to
such issuance; provided that the exception provided in this clause (E) shall only be
available to Borrower once during the term of this Agreement and (F) so long as the
IPO Conditions have been satisfied, the issuance of Stock of Borrower in connection
with an IPO), Borrower shall prepay the outstanding principal amount of the
Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100%
of the Net Cash Proceeds received by such Person in connection with such issuance.
The provisions of this Section 2.4(e)(v) may be waived by Agent in its
discretion and shall not be deemed to be implied consent to any such issuance
otherwise prohibited by the terms and conditions of this Agreement.
(d) Section 2.4(e)(vii) of the Credit Agreement is amended and restated in its entirety as
follows:
(vii) Change of Control. Borrower shall immediately prepay the Obligations in
full in cash upon the consummation of a Change of Control other than, so long as the
IPO Conditions have been satisfied, a Change of Control resulting from an IPO.
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(e) Section 2.10 of the Credit Agreement is amended and restated in its entirety as follows:
2.10 Fees.
(a) Borrower shall pay to Agent, for the account of Agent, as and when due and
payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.
(b) Borrower shall pay to Agent, for the ratable account of those Lenders with
Revolver Commitments, on the first day of each month from and after the Closing Date
up to the first day of the month prior to the Payoff Date and on the Payoff Date, an
unused line fee in an amount equal to 0.50% per annum times the result of (i) the
Maximum Revolver Amount, less (ii) the average Daily Balance of the Revolver Usage
during the immediately preceding month (or portion thereof).
(c) Borrower shall pay to Agent, for the ratable account of those Lenders with
Term Loan Commitments, on the first day of each month from and after the Sixth
Amendment Effective Date up to the first day of the month prior to the Payoff Date
and on the Payoff Date (or, if earlier, up to the date the Delayed Draw Term Loan
has been advanced in full), a delayed draw term loan ticking fee in an amount equal
to 0.50% per annum times the result of (i) the Delayed Draw Term Loan Amount, less
(ii) the aggregate original principal amount of the Delayed Term Loan Draws made by
such Lenders on or prior to such day.
(d) If Borrower has sent a notice of termination pursuant to the provisions of
Section 3.5, then on the date set forth as the date of termination of this
Agreement in such notice, Borrower shall pay to Agent, for the ratable benefit of
Agent and Co-Arranger according to their respective Pro Rata Shares (calculated
under clause (d) of the definition of Pro Rata Share) as of the date immediately
prior to the date of determination, in cash, the Applicable Prepayment Premium. In
the event of a Prepayment for any other reason, including (i) acceleration of the
Obligations as a result of the occurrence of an Event of Default, (ii) foreclosure
and sale of, or collection of, the Collateral, (iii) sale of the Collateral in any
Insolvency Proceeding, or (iv) the restructure, reorganization, or compromise of the
Obligations by the confirmation of a plan of reorganization or any other plan of
compromise, restructure, or arrangement in any Insolvency Proceeding, then, in view
of the impracticability and extreme difficulty of ascertaining the actual amount of
damages to the Lender Group or profits lost by the Lender Group as a result of such
Prepayment, and by mutual agreement of the parties as to a reasonable estimation and
calculation of the lost profits or damages of the Lender Group, Borrower shall pay
to Agent, for the ratable benefit of Agent and Co-Arranger according to their
respective Pro Rata Shares (calculated under clause (d) of the definition of Pro
Rata Share) as of the date immediately prior to the date of determination, in cash,
the Applicable Prepayment Premium, measured as of the date of such Prepayment. For
purposes of this Section 2.10(d), “Applicable Prepayment Premium”
means, as of any date of determination, an amount equal to (A) during the First
Period, 1% times the sum of (i) the Maximum Revolver Amount on the date immediately
prior to the date of determination, plus (ii) the outstanding principal balance of
the Term Loan on the date immediately prior to the date of determination, (B) during
the Second Period, 0.50% times the sum of (i) the Maximum Revolver Amount on the
date immediately prior to the date of determination, plus (ii) the outstanding
principal balance of the Term Loan on the date immediately prior to the date of
determination, and (C) from and after the date that is the second anniversary of the
Sixth Amendment Effective Date, zero percent.
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(e) (i) If Borrower makes an optional prepayment of the Term Loan pursuant to
Section 2.4(d)(ii) or any mandatory prepayment pursuant to Sections
2.4(e)(iv) or (v), then on the date of such prepayment,
Borrower shall pay to Agent, for the ratable benefit of Agent and Co-Arranger
according to their respective Pro Rata Shares (calculated under clause (c) of the
definition of Pro Rata Share) as of the date immediately prior to the date of
determination, in cash, the Applicable Partial Prepayment Premium determined as of
such date. For purposes of this Section 2.10(e)(i), “Applicable Partial
Prepayment Premium” means as of any date of determination an amount equal to (A)
during the First Period, 1% times the amount of the principal balance of the Term
Loan prepaid on such date, (B) during the Second Period, 0.50% times the amount of
the principal balance of the Term Loan prepaid on such date, and (C) from and after
the date that is the second anniversary of the Sixth Amendment Effective Date, zero
percent; provided that Borrower may optionally prepay the Term Loan pursuant to
Section 2.4(d)(ii) of the Credit Agreement in an amount up to 10% of the
outstanding principal balance of the Term Loan in any fiscal year of Borrower
without payment of the Applicable Partial Prepayment Premium unless a Prepayment
occurs within 90 days following such prepayment (and, in which case, Borrower shall
pay to Agent, in cash, the Applicable Partial Prepayment Premium in accordance with
this Section 2.10(e)(i) and the Applicable Prepayment Premium in accordance
with Section 2.10(d)).
(ii) If Borrower has sent a notice of reduction of the Revolver Commitments
pursuant to the provisions of Section 2.4(c)(i), then on the date set forth
as the date of reduction in such notice, Borrower shall pay to Agent, for the
ratable benefit of Agent and Co-Arranger according to their respective Pro Rata
Shares (calculated under clause (a) of the definition of Pro Rata Share) as of the
date immediately prior to the date of determination, in cash, the Applicable
Revolver Reduction Premium determined as of such date. For purposes of this
Section 2.10(e)(ii), “Applicable Revolver Reduction Premium” means,
as of any date of determination, an amount equal to (A) during the First Period, 1%
times the amount of the reduction of the Revolver Commitments on such date, (B)
during the Second Period, 0.50% times the amount of the reduction of the Revolver
Commitments on such date, and (C) from and after the date that is the second
anniversary of the Sixth Amendment Effective Date, zero percent; provided that
Borrower may reduce the Revolver Commitments pursuant to the provisions of
Section 2.4(c)(i) without payment of the Applicable Revolver Reduction
Premium unless a Prepayment occurs within 90 days following such reduction (and, in
which case, Borrower shall pay to Agent, in cash, the Applicable Revolver Reduction
Premium in accordance with this Section 2.10(e)(ii) and the Applicable
Prepayment Premium in accordance with Section 2.10(d)).
(f) Section 3.3 of the Credit Agreement is amended by deleting the reference to “June 30,
2013” where it appears therein and substituting “June 30, 2014” therefor.
(g) Section 6.8 of the Credit Agreement is amended and restated in its entirety as follows:
6.8 Change of Control.
Cause, permit, or suffer, directly or indirectly, any Change of Control (other
than, so long as the IPO Conditions have been satisfied, a Change of Control
resulting from an IPO) unless the Obligations are paid in full in cash pursuant to
Section 2.4(e)(vii).
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(h) The table set forth in Section 7(a) of the Credit Agreement is amended and restated in its
entirety as follows:
| Applicable Ratio | Applicable Period | |
1.15:1.00
|
For the 12 month period ending June 30, 2010 | |
1.225:1.00
|
For the 12 month period ending July 31, 2010 | |
1.225:1.00
|
For the 12 month period ending August 31, 2010 | |
1.225:1.00
|
For the 12 month period ending September 30, 2010 | |
1.25:1.00
|
For the 12 month period ending October 31, 2010 and for each 12-month period ending on the last day of a month thereafter |
(i) The table set forth in Section 7(c) of the Credit Agreement is amended and restated in its
entirety as follows:
| Fiscal Year 2013 | ||||||||||||
| and each Fiscal | ||||||||||||
| Fiscal Year 2010 | Fiscal Year 2011 | Fiscal Year 2012 | Year thereafter | |||||||||
| $12,000,000 | $ | 13,200,000 | $ | 14,400,000 | $ | 15,500,000 | ||||||
(j) Section 8 of the Credit Agreement is hereby amended by (i) deleting “or” where it appears
at the end of Section 8.11, (ii) deleting “.” where it appears at the end of Section 8.12 and
substituting “; or” therefor and (iii) adding the following as a new Section 8.13:
8.13 If Borrower shall have failed to repay the Senior Subordinated Debt in
full on or before December 31, 2010 pursuant to terms and conditions satisfactory to
Agent and the Required Lenders, unless on or before such date the scheduled maturity
date of the Senior Subordinated Debt shall have been extended until at least August
1, 2014.
(k) Clause (xi) of Section 14.1(a) of the Credit Agreement is amended and restated in its
entirety as follows:
(xi) change the definition of Borrowing Base, Credit Amount or any of the
defined terms that are used in such definition to the extent that any such change
results in more credit being made available to Borrower based upon the Borrowing
Base or the Credit Amount, but not otherwise, or the definitions of Maximum Revolver
Amount, Term Loan Amount, Additional Term Loan Amount or Delayed Draw Term Loan
Amount.
(l) Schedule 1.1 to the Credit Agreement is amended to add the following defined terms in
appropriate alphabetical order:
“Delayed Draw Funding Period” means the period commencing on the Sixth
Amendment Effective Date and ending on December 22, 2011.
“Delayed Draw Term Loan Amount” means $30,000,000.
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“First Period” means the period from and after the Sixth Amendment
Effective Date up to (but not including) the date that is the first anniversary of
the Sixth Amendment Effective Date.
“IPO” means an initial public offering of Borrower’s Stock.
“IPO Conditions” means, with respect to an IPO, (i) no Event of Default
is in existence at the time such IPO is consummated by Borrower and (ii) such IPO is
consummated by Borrower on or before December 31, 2010.
“Prepayment” means the payment in full of the Obligations at any time
prior to the Maturity Date.
“Quarterly Term Loan Amortization Amount” means, as of any date of
determination, an amount equal to the product of 3.75% times the sum of the
outstanding principal balance of the Term Loan on the Sixth Amendment Effective Date
plus the original principal amount of each Delayed Term Loan Draw made on or prior
to such date of determination.
“Second Period” means the period from and including the date that is
the first anniversary of the Sixth Amendment Effective Date up to (but not
including) the date that is the second anniversary of the Sixth Amendment Effective
Date.
“Sixth Amendment” means the Sixth Amendment to Credit Agreement dated
as of the Sixth Amendment Effective Date among Borrower, Agent and the Lenders party
thereto.
“Sixth Amendment Effective Date” means June 22, 2010.
(m) The defined term “Base LIBOR Rate” set forth in Schedule 1.1 of the Credit Agreement is
amended and restated in its entirety as follows:
“Base LIBOR Rate” means the rate per annum, determined by Agent in
accordance with its customary procedures, and utilizing such electronic or other
quotation sources as it considers appropriate, to be the rate at which Dollar
deposits (for delivery on the first day of the requested Interest Period) are
offered to major banks in the London interbank market 2 Business Days prior to the
commencement of the requested Interest Period, for a term and in an amount
comparable to the Interest Period and the amount of the LIBOR Rate Loan requested
(whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or
as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance
with the Agreement, which determination shall be conclusive in the absence of
manifest error.
(n) The defined term “Base Rate” set forth in Schedule 1.1 of the Credit Agreement is amended
and restated in its entirety as follows:
“Base Rate” means the greatest of (a) the Federal Funds Rate plus 1/2%,
(b) the Base LIBOR Rate (which rate shall be calculated based upon an Interest
Period of 3 months and shall be determined on a daily basis), plus 1%, and (c) the
rate of interest announced, from time to time, within Xxxxx Fargo at its principal
office in San Francisco as its “prime rate”, with the understanding that the “prime
rate” is one of Xxxxx Fargo’s base rates (not necessarily the lowest of such rates)
and serves as the basis upon which effective rates of interest are calculated for
those loans making reference thereto and is evidenced by the recording thereof after
its announcement in such internal publications as Xxxxx Fargo may designate.
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(o) The defined term “Base Rate Margin” set forth in Schedule 1.1 of the Credit Agreement is
amended and restated in its entirety as follows:
“Base Rate Margin” means 0.75 percentage points.
(p) The defined term “Credit Amount” set forth in Schedule 1.1 of the Credit Agreement is
amended and restated in its entirety as follows:
“Credit Amount” means the lesser of (a) $81,875,000 and (b) the result
of (i) 65% times (ii) Borrower’s TTM Recurring Revenue for the most recently
completed trailing twelve consecutive month period calculated as of the last month
for which financial statements have most recently been delivered pursuant to
Section 5.1 of the Agreement.
(q) The defined term “LIBOR Rate Margin” set forth in Schedule 1.1 of the Credit Agreement is
amended and restated in its entirety as follows:
“LIBOR Rate Margin” means 3.50 percentage points.
(r) Clause (k) of the defined term “Permitted Acquisition” set forth in Schedule 1.1 of the
Credit Agreement is amended and restated in its entirety as follows:
(k) the purchase consideration payable in respect of all Permitted Acquisitions
consummated after the Sixth Amendment Effective Date (including Earn-outs and other
deferred payment obligations (including Holdbacks)) shall not exceed $11,000,000 in
the aggregate.
(s) The defined term “Term Loan” set forth in Schedule 1.1 of the Credit Agreement is amended
and restated in its entirety as follows:
“Term Loan” means, collectively, the Original Term Loan, the Additional
Term Loan and the Delayed Draw Term Loan.
(t) Schedule C-1 to the Credit Agreement is replaced with Schedule C-1 attached hereto.
(u) Schedule C-2 to the Credit Agreement is replaced with Schedule C-2 attached hereto.
3. Continuing Effect. Except as expressly set forth in Section 2 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.
4. 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.
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5. Conditions to Effectiveness. This Amendment shall become effective upon the
satisfaction of the following conditions precedent:
(a) Agent shall have received four (4) original copies of this Amendment executed and
delivered by Agent, the Lenders and the Loan Parties;
(b) Agent shall have received copies of each of the other agreements, instruments, opinions,
certificates and other documents, fully executed where applicable, described in the closing list
attached as Exhibit A hereto required to be delivered on or prior to the date hereof and
such other 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;
(c) Agent shall have received payment of the Delayed Draw Term Loan Commitment Fee (as defined
in Section 6 hereof); and
(d) 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.
6. Delayed Draw Term Loan Commitment Fee. Borrower hereby agrees to pay Agent, for
the account of each Lender, a commitment fee (the “Delayed Draw Term Loan Commitment Fee”)
in an aggregate amount equal to 1.00% of the amount set forth beside such Lender’s name on
Schedule C-2 to the Credit Agreement (as amended hereby), which Delayed Draw Term Loan
Commitment Fee shall be fully earned, non-refundable and due and payable in full on the Sixth
Amendment Effective Date. The Delayed Draw Term Loan Commitment Fee constitutes Obligations and is
in addition to any other fees payable by Borrower under the Credit Agreement or any other Loan
Document.
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 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, except as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally.
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.
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(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]
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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/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent and as a Lender |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Director | |||
| COMERICA BANK, a Texas Banking Association, as a Lender |
||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Vice President | |||
CONSENT AND REAFFIRMATION
Each Guarantor hereby (i) acknowledges receipt of a copy of the foregoing Sixth 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]
| OPSTECHNOLOGY, INC., a Delaware corporation |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| MULTIFAMILY INTERNET VENTURES, LLC, a California limited liability company |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| STARFIRE MEDIA, INC., a Delaware corporation |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| REALPAGE INDIA HOLDINGS, INC., a Delaware corporation |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| A.L. WIZARD, INC., a Delaware corporation |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| PROPERTYWARE, INC., a California corporation |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
| 43642 YUKON INC., a Yukon company |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
Schedule C-1
Commitments
| Revolver | ||||||||||||
| Lender | Commitment | Term Loan1 | Total Commitment | |||||||||
Xxxxx Fargo Capital Finance, LLC
|
$ | 6,250,000 | $ | 51,703,549.72 | $ | 57,953,549.72 | ||||||
Comerica Bank
|
$ | 3,750,000 | $ | 20,171,450.28 | $ | 23,921,450.28 | ||||||
All Lenders
|
$ | 10,000,000 | $ | 71,875,000 | $ | 81,875,000 | ||||||
| 1 | A portion of the Term Loan in the amount of $35,000,000 was advanced on the Closing Date. A portion of the Term Loan in the amount of $10,000,000 was advanced on the Fourth Amendment Effective Date. As of the Sixth Amendment Effective Date, the outstanding principal balance of the Term Loan was $41,875,000. During the Delayed Draw Funding Period, subject to the terms and conditions of the Credit Agreement, Borrower may request Delayed Term Loan Draws in an aggregate original principal amount not to exceed $30,000,000. The Term Loan Commitments shall terminate upon the making of the Term Loan and shall be reduced by the original principal amount of each Delayed Term Loan Draw made by Lenders. |
Schedule C-2
Share of Delayed Draw Term Loan Amount
| Share of Delayed Draw | ||||
| Lender | Term Loan Amount | |||
Xxxxx Fargo Capital Finance, LLC |
$ | 25,000,000 | ||
Comerica Bank |
$ | 5,000,000 | ||
All Lenders |
$ | 30,000,000 | ||
