Exhibit 10.49


 


September 28, 2009


 




	
  VIA CERTIFIED MAIL

  	
   

  	
  VIA CERTIFIED MAIL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bridgepoint
  Education, Inc.

  	
   

  	
  Kilroy Realty, L.P.

  
	
  13500 Evening Creek
  Drive North

  	
   

  	
  c/o Allen Matkins Leck
  Gamble Mallory and Natsis, LLP

  
	
  Suite 600

  	
   

  	
  1901 Avenue of the
  Stars, Suite 1800

  
	
  San Diego, CA 92128

  	
   

  	
  Los Angeles, CA
  90067-6050

  
	
  Attention: Mr Kenny Lin

  	
   

  	
  Anton Natsis, Esq.

  
	
   

  	
   

  	
  Delmar L.
  Nehrenberg, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  And

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIA CERTIFIED MAIL

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kilroy Realty, L.P.

  
	
   

  	
   

  	
  12200 W. Olympic Blvd.
  Suite 200

  
	
   

  	
   

  	
  Los Angeles, CA 90064

  
	
   

  	
   

  	
  Attn: Legal Department

  






 


Re:   Lease dated July 31, 2004, as amended (“Prime
Lease”) between Kilroy Realty, L.P. (“Landlord”) and Countrywide Home Loans, Inc.,
a New York corporation (“Tenant”) for space which includes premises located at 13500
Evening Creek Drive North, Suite 160, San Diego, California, comprising
approximately 9,849 rentable square feet (the “Premises”)


 


File:   (VP 10210) CAW-A76 13500 EVENING CREEK DR
NORTH


 


Gentlemen:


 


The above-referenced Prime
Lease term will expire on November 30, 2009 (“Prime Lease Expiration Date”).   The
Premises are currently occupied by Bridgepoint Education, Inc.  (“Subtenant”) pursuant to a sublease dated October 31,
2007  (“Sublease”), which Sublease will
expire on October 31, 2009.  Tenant
has been informed and Landlord hereby acknowledges that Landlord and Subtenant
have entered into a direct lease for the Premises whereby Subtenant shall
remain in the Premises after the expiration of the Sublease term.


 


To the extent Tenant
performs its other obligations under the Prime Lease, Landlord agrees to accept
the Premises (Suite 160) in its AS-IS condition from Tenant upon
expiration of the Prime Lease, with Subtenant in possession of the Premises,
and hereby  waives any Tenant restoration
or holdover obligations under the Prime Lease with regard to the Premises  (Suite 160), including, without
limitation, obligations contained in Article 15 of the Prime Lease.  


 


Similarly, as subtenant
is scheduled to continue to occupy such Premises following the Prime Lease
Expiration Date pursuant to the terms of that certain direct lease dated
January 31, 2008 (the “13500 Lease”), notwithstanding any provision to the
contrary contained in such 13500 Lease, Subtenant hereby waives with regard to
the Premises only, its right to require Landlord to remedy any punchlist items
provided to Landlord (i.,e., as more particularly contemplated by the terms of Section 1.1.1
of the 13500 Lease).


 


Upon expiration of the
Prime Lease term on the Prime Lease Expiration Date, Tenant shall have no
further obligations thereunder.


 


Tenant and Subtenant
agree that the term of the Sublease shall be extended for one (1) month
beginning November 1, 2009 and ending November 30, 2009 on all the
terms and conditions of the Sublease. 
Landlord consents to the foregoing extension of the Sublease term.


 


By executing this agreement
where indicated below, each party hereto agrees to the terms and conditions set
forth above.  Please sign all three (3) originals
of this agreement in the spaces provided below to confirm Landlord’s and
Subtenant’s agreement to the foregoing, return one fully executed original to Tenant
for its records, and retain the other originals for Landlord’s and Subtenant’s
records.


 


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This agreement may be
executed in several counterparts, each of which may be deemed an original, but
all of which together shall constitute one and the same agreement


 


Please do not hesitate to
call Kimberly Pozza at 312 904 4480 or e-mail Kimberly.pozza@am.jll.com if you
have any questions.


 


Very truly yours,


 


Countrywide
Home Loans, Inc., a New York corporation


 


	
  By:

  	
  /s/ Kathleen M. Luongo

  	
   

  	
   

  
	
  Name:

  	
  Kathleen M. Luongo

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  10/1/09

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND
  AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LANDLORD

  	
   

  	
   

  
	
  Kilroy Realty,
  L.P.

  	
   

  	
   

  
	
  a Delaware
  limited partnership

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Kilroy Realty Corporation,

  	
   

  	
   

  
	
   

  	
  a Maryland corporation,

  	
   

  	
   

  
	
   

  	
  General Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jeffrey C. Hawken

  	
   

  	
  By:

  	
  /s/ John T. Fucci

  
	
  Name:

  	
  Jeffrey C. Hawken

  	
   

  	
  Name:

  	
  John T. Fucci

  
	
  Title:

  	
  Executive Vice President

  	
   

  	
  Title:

  	
  Asset Management

  
	
   

  	
  Chief Operating Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND
  AGREED TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBTENANT

  	
   

  	
   

  
	
  Bridgepoint
  Education, Inc.,

  	
   

  	
   

  
	
  a Delaware corporation 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kenny Lin

  	
   

  	
   

  	
  /s/ Steven Isbister

  
	
  Name:

  	
  Kenny Lin

  	
   

  	
   

  	
  Steven Isbister

  
	
  Title:

  	
  VP of Real Estate

  	
   

  	
   

  	
  VP of Compliance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  cc:

  	
  Kilroy Realty, L.P.

  	
   

  	
   

  
	
   

  	
  13520 Evening Creek
  Drive N. Suite 120

  	
   

  	
   

  
	
   

  	
  San Diego, CA 92128

  	
   

  	
   

  
	
   

  	
  Attn: Michael Nelson,
  Senior Asset Manager

  	
   

  	
   

  



 


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