exv10w11



 





Exhibit 10.11




EXERCISE OF OPTION TO EXTEND LEASE TERM AND SUBLEASE

AMENDMENT AGREEMENT




     This EXERCISE OF OPTION TO EXTEND TERM AND SUBLEASE AMENDMENT AGREEMENT (the “Agreement”) is made this 22nd day of
February 2007, by and between GATEWAY, INC., a Delaware corporation (“Sublandlord”), and COSTAR REALTY INFORMATION, INC., a Delaware corporation,
and COSTAR REALTY GROUP, INC., a Delaware corporation (“collectively, Subtenant”).



WITNESSETH:




     WHEREAS, Sublandlord and Subtenant are parties to that certain Sublease dated June, 14,
2002 (the “Sublease”), whereby Sublandlord leases to Subtenant and Subtenant leases from
Sublandlord certain premises known as 4535 Towne Centre Court in San Diego County, California, all
as more particularly described in the Sublease; and



     WHEREAS, Sublandlord and Subtenant desire to extend the term of the Sublease, and to amend
certain other terms of the Sublease upon the terms and conditions set forth herein below.



     NOW, THEREFORE, in consideration of the mutual covenants contained in the Sublease and herein
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Sublandlord and Subtenant hereby agree as follows:



     1. DEFINITIONS; CONSISTENCY. Unless otherwise defined herein, any
and all capitalized terms used herein shall have the same meaning as ascribed thereto in
the Sublease. Further, in the event of any conflict or inconsistency between the terms and
provisions of the Sublease and the terms and provisions of this Agreement, the terms and
provisions of this Agreement shall control and prevail.



     2. EXTENSION OF PRIMARY TERM. Subtenant hereby exercises its
option to extend the term of the Sublease pursuant to Section 27 of the Sublease for an
additional term (“Extension Term”) commencing September 1, 2007, and expiring
August 31, 2012. Sublandlord hereby acknowledges and accepts Subtenant’s exercise of
its option to extend the term as being timely and in accordance with the requirements of
the Sublease.



     3. BASE ANNUAL RENT. Notwithstanding anything in the Sublease,
during the Extension Term, Subtenant shall pay Minimum Rent to Sublandlord for the
Premises as follows:



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	Sublease	 	Base Annual Rent	 	 	Base Annual	 	 	Monthly Base	 
	Year	 	Per Square Foot	 	 	Rent	 	 	Rent	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9/1/07 - 8/31/08
	 	$	25.20	 	 	$	1,047,085.20	 	 	$	87,257.10	 
	9/1/08 - 8/31/09
	 	$	25.96	 	 	$	1,078,663.90	 	 	$	89,888.66	 
	9/1/09 - 8/31/10
	 	$	26.74	 	 	$	1,111,073.70	 	 	$	92,589.48	 
	9/1/10 - 8/31/11
	 	$	27.54	 	 	$	1,144,314.50	 	 	$	95,359.54	 
	9/1/11 - 8/31/12
	 	$	28.37	 	 	$	1,178,801.80	 	 	$	98,233.48	 






     4. SECURITY DEPOSIT. Add the following to the end of 21. Security Deposit:




“On or after September 1, 2007, and so long as Subtenant is not in default under this
Sublease, Subtenant shall have the right and option to reduce the letter of credit to be
deposited with Sublandlord pursuant to this Section to an amount equal to $87,257.10.”



     5. FURNITURE. Section 22. Furniture of the Sublease is hereby deleted
and the following new Section 22. Furniture substituted in its place:



          “22. Furniture.





     (a) Sublandlord and Subtenant acknowledge and agree that Subtenant
shall be entitled to use, at no additional cost, fee or charge to Subtenant imposed
by Sublandlord, the furniture currently located within the Premises and scheduled
on Exhibit “B” hereto (the “Furniture”) during the term of this Sublease.
During
the term of this Sublease, Subtenant shall be responsible, at Subtenant’s sole cost
and expense, to maintain such Furniture in good conditions and repair. Subtenant
acknowledges and agrees that it shall accept such Furniture in its “as-is” condition
and in no event does Sublandlord make any representation or warranty of any
kind with respect to the Furniture or its adequacy for Subtenant’s purposes and
Sublandlord hereby disclaims the delivery of any such warranties, including any
implied warranty of merchantability, fitness for purpose or any thing or nature
whatsoever.




     (b) Upon the expiration of the term (i.e., August 31, 2012), so long as
Subtenant is not in default under this Sublease, Sublandlord shall convey all of its
right, title and interest in and to the Furniture to Subtenant at no charge to
Subtenant. Sublandlord and Subtenant acknowledge and agree that such
conveyance by Sublandlord shall be without representation or warranty of any
kind to Subtenant, including, without limitation, any warranties of
merchantability, fitness for a particular purpose, or any other thing or nature
whatsoever.



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     6. BROKERAGE COMMISSION. Each party hereby represents and
warrants to the other that other than CRESA Partners and Grubb & Ellis, (whose
commissions shall be payable by Sublandlord) it has had no dealings with any real estate
broker or agent in connection with this Agreement, and that it knows of no real estate
broker or agent who is or might be entitled to a commission in connection with this
Agreement. Each party agrees to protect, defend, indemnify and hold the other harmless
from and against any and all claims inconsistent with the foregoing representations and
warranties for any brokerage, finder’s or similar fee or commission in connection with
this Agreement, if such claims are based on or relate to any act of the indemnifying party
which is contrary to the foregoing representations and warranties.



     7. LEASE/SUBLEASE IN FULL FORCE AND EFFECT. Sublandlord
and Subtenant hereby covenant and agree the Sublease is in full force and effect, that
neither party is in default of their respective obligations thereunder and that, except as
expressly modified or amended hereby, all of the terms and provisions of the Sublease
shall remain unchanged and in full force and effect. Sublandlord hereby represents to
Subtenant that the Prime Lease is in full force and effect as of the date of this Agreement.



     IN WITNESS WHEREOF, this Agreement has been executed and delivered by the undersigned as of
the day and year first above written.



	 	 	 	 	 
	 	 	SUBTENANT:
	 
	 	 	 	 
	 	 	COSTAR REALTY INFORMATION, INC., a Delaware
corporation
	 
	 	 	 	 
	 

	 	By:
	 	
	 

	 	 	 	 
	 

	 	Name:
	 	FRANK CARCHEDI
	 

	 	 	 	 
	 

	 	Title:
	 	C.F.O.
	 

	 	 	 	 





ACKNOWLEDGMENT




State of Maryland

County of      Montgomery      



On 2-16-07
before me, Lisa Springer (here insert name and title of the officer) personally appeared Frand Carchedi personally
known to me (or proved to me on the basis of satisfactory
evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.




	 	 	 
	WITNESS my hand and official seal.

	 	(STAMP)







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Signature




	 	 	 	 	 
	 	 	COSTAR REALTY GROUP, INC., a
	 	 	Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	
	 

	 	 	 	 
	 

	 	Name:
	 	FRANK CARCHEDI
	 

	 	 	 	 
	 

	 	Title:
	 	C.F.O.
	 

	 	 	 	 





State of Maryland

County of      Montgomery      





ACKNOWLEDGMENT



On 2-16-07
before me, Lisa Springer (here insert name and title of the officer) personally appeared Frand Carchedi personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.




	 	 	 
	WITNESS my hand and official seal.

	 	(STAMP)
	 
	 	 
	Signature 






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	 	 	SUBLANDLORD:
	 	 	 
	 	 	GATEWAY, INC., a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	
	 

	 	 	 	 
	 

	 	Name:
	 	G. W. JAQUESS
	 

	 	 	 	 
	 

	 	Title:
	 	Sr. Director
	 

	 	 	 	 





ACKNOWLEDGMENT




State of
California

County of      Orange      




On
February 22, 2007 before me, Kimberly L. Hill, Notary Public
(here insert name and title of the officer) personally appeared Garrison Jaquess
personally
known to me to be the person whose
name is subscribed to the within instrument and acknowledged to me that he executed the same in his/her/their authorized capacity,
and that by his signature on the instrument the person, or the entity upon behalf of which the person(s) acted, executed
the instrument.




	 	 	 
	WITNESS my hand and official seal.

	 	 
	 
	 	 
	Signature

	 
	 	 
	 

	 	(STAMP)







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