addendum4_tolease.htm


    Exhibit
10.1


      THE FRANCIS G. NEWLANDS
BUILDING

      


      ADDENDUM NO. 4 TO OFFICE
LEASE

      


      THIS
ADDENDUM NO. 4 TO OFFICE LEASE (this “Addendum No. 4”) is
made and entered into this 2nd day of April, 2008, by and between NEWLANDS
BUILDING VENTURE, LLC, a Maryland limited liability company, hereinafter called
“Lessor”, and
COSTAR REALTY INFORMATION, INC., a Delaware corporation, hereinafter called
“Lessee”.

      


      WITNESSETH:

      


      WHEREAS,
by Office Lease dated August 12, 1999, as amended by Addendum No. 1 dated May
15, 2000 and Addendum No. 2 dated July 1, 2000, Lessor leased to Lessee
approximately 60,041 square feet of rentable area (the “Original Demised
Premises”) on the ninth (9th), tenth
(10th) and
eleventh (11th) floors
of the office building situated at Two Bethesda Metro Center, Bethesda, Maryland
(the “Building”), together
with certain storage space therein;

      


      WHEREAS,
pursuant to Addendum No. 3 dated May 12, 2004 (the “Addendum No. 3”), and
said Office Lease as so amended by Addenda Nos. 1-3, collectively, the “Lease”), Lessor
leased to Lessee additional space on the fourth (4th) floor
of the Building comprising approximately 13,522 square feet of rentable area
(the “Additional
Space”); and

      


      WHEREAS,
Lessee desires to terminate the Lease with respect to the Additional Space, and
Lessor is willing to agree to such early termination with respect to the
Additional Space, on the terms and conditions set forth herein.

      


      NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, the parties hereto do mutually agree that the Lease shall be and is
hereby amended to provide as follows, all capitalized terms being as defined in
the Lease unless otherwise noted herein:

      


      
        	
                1.  

              	
                TERMINATION OF
      ADDITIONAL SPACE

              


      

      


      The term
of the Lease with respect to the Additional Space is terminated effective as of
11:59 p.m. on April 27, 2008 (the “Partial Termination
Date”), with the same force and effect as if such date were the
expiration date under the Lease with respect to the Additional
Space.  From and after the Partial Termination Date, the remaining
premises leased by Lessee pursuant to the Lease shall be the Original Demised
Premises, and all references in the Lease to “Demised Premises” shall mean and
refer to the Original Demised Premises.  On or before 11:59 p.m. on
the Partial Termination Date, Lessee shall surrender the Additional Space to
Lessor free and clear of all occupancies and tenancies and in good order, repair
and condition, broom clean and free of all personal property, furnishings and
debris, and otherwise in accordance with the provisions of the
Lease.  

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        If Lessee
fails to surrender the Additional Space as required herein on or before the
Partial Termination Date, Lessee shall be a holdover tenant with respect to the
Additional Space and the terms and conditions of Section 33 of the
Lease, including without limitation Lessee’s liability to pay to Lessor the
amounts specified therein, shall apply to any holdover occupancy of the
Additional Space.

      

      


      Lessee
has advised Lessor that it has made arrangements with the new tenant of the
Additional Space, General Electric Capital Corporation (“GECC”), whereby
Lessee would leave the existing furniture in the Additional Space and GECC would
acquire same.  Accordingly, so long as GECC does not object, Lessee
may surrender the Additional Space with the existing furniture
remaining.

      


      
        	
                2.  

              	
                RENT

              


      

      


      Subject
to the terms and conditions of this Addendum No. 4, Lessee shall have no
obligation to pay “Additional Monthly Rent” pursuant to Section 3 of Addendum
No. 3, accruing with respect to any period from and after the Partial
Termination Date.

      


      
        	
                3.  

              	
                RENTAL ESCALATION FOR
      INCREASES IN EXPENSES

              


      

      


      Subject
to the terms and conditions of this Addendum No. 4, Lessee shall have no
obligation to pay additional rent with respect to Lessee’s Additional Space
Proportionate Share of increases in Operating Expenses and increases in
Operating Costs accruing with respect to any period from and after the Partial
Termination Date.

      


      
        	
                4.  

              	
                BROKER AND
      AGENT

              


      

      


      Lessor
and Lessee each represents and warrants one to another that it has not employed
any broker, agent or finder in carrying on the negotiations, nor had any
dealings with any broker, agent or finder relating to this Addendum No.
4.  Lessor shall indemnify and hold Lessee harmless, and Lessee shall
indemnify and hold Lessor harmless, from and against any claims or claims for
brokerage or other commission arising from or out of any breach of the foregoing
representation and warranty by the respective indemnitors.

      


      
        	
                5.  

              	
                PARKING

              


      

      


      Effective
as of the Partial Termination Date, Lessee and its employees shall have no
further right to use any parking contracts entered into by Lessee in connection
with the leasing of the Additional Space pursuant to the Addendum No. 3, and
same shall be terminated automatically.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                6.  

              	
                CONTINGENCY.

              


      

      


      This
Addendum No. 4 is contingent upon receipt by Lessor of a lease addendum from
GECC with respect to the leasing of the Additional Space, in form and substance
satisfactory to Lessor in its sole discretion (the “GE
Addendum”).  If Lessor does not receive the GE Addendum
on or
before April 3, 2008, this Addendum No. 4 shall be null and void ab initio.  On
or before April 4, 2008, Lessor shall notify Lessee or Lessee’s broker (by email
or other written correspondence) whether or not Lessor received the GE
Addendum.  At 9:00 a.m. on April 28, 2008, Lessor and Lessee shall
inspect the Additional Space with GECC.

      


      
        	
                7.  

              	
                FACSIMILE/COUNTERPART
      EXECUTION

              


      

       

      Execution
and delivery of this Addendum No. 4 by facsimile or pdf shall be binding on the
parties with the same effect as delivery of an original
signature.  This Addendum No. 4 may be executed in counterparts, which
together shall constitute a single instrument.

       

      


      
        	
                8.  

              	
                LEASE PROVISIONS
      APPLICABLE

              


      

      


      Except to
the extent expressly modified by this Addendum No. 4, all of the terms and
conditions of the Lease, as amended or supplemented hereby, shall remain in full
force and effect.

      


      


      


      [SIGNATURE
PAGES FOLLOW]


      
        
           


        

        
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      IN
WITNESS WHEREOF, Lessor and Lessee have caused this Addendum No. 4 to be signed
in their names by their duly authorized representatives and delivered as their
act and deed, intending to be legally bound by its terms and
provisions.

      


      LESSOR:

       

      NEWLANDS BUILDING VENTURE,
LLC

      a Maryland limited liability
company

       

      By:           The
Chevy Chase Land Company

       of Montgomery County,
Maryland,

      Attest:                                                                                
Managing Member

              

            /s/ illegible                      
By: 
/s/ Michele H.
Cornwell

      Secretary                                                                    
Name:  Michele H. Cornwell

      (SEAL)                                                                        Title: 
Senior Vice President

       

      LESSEE:

       

      Attest:                                                                   COSTAR
REALTY INFORMATION, INC.

      a Delaware corporation

       

             /s/ Jonathan
Coleman


      By:  /s/ Brian Radecki

      Secretary                                                                     Name: 
Brian Radecki

      (SEAL)                                                                Title:
CFO

       


      
        
           


        

        
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      STATE OF
MARYLAND

      COUNTY OF
MONTGOMERY, ss:

       

      I,
Maoca V..O. Piehuta, a Notary Public
in and for the jurisdiction aforesaid, do hereby certify that Michele H.
Cornwell Sr. VP, who is personally well known to me as the person who executed
the foregoing and annexed Addendum No. 4, dated the 2nd day
of April 2008, on behalf of Lessor, to acknowledge the same,
personally appeared before me in said jurisdiction and acknowledged said
Addendum No. 4 to be the act and deed of The Chevy Chase Land Company of
Montgomery County, Maryland, as Managing Member of and for and on behalf of the
Lessor, and delivered the same as such.

       

      GIVEN
under my hand and seal this 2nd day of April, 2008.

       

      


            /s/ Maoca V.O. Piehuta    

                                  Notary
Public

      My
commission expires:  8/13/2011

       

      


      


      


      


      STATE OF
MARYLAND

      COUNTY
OF MONTGOMERY,  ss:

       

      I, Lisa
Springer, a Notary Public in and for the jurisdiction aforesaid, do hereby
certify that Brian Radecki, who is personally well known to me to be the person
who executed the foregoing and annexed Addendum No. 4, dated the 2nd day of
April, 2008 on behalf of Lessee, to acknowledge the same, personally appeared
before me in said jurisdiction and acknowledged said Addendum No. 4 to be the
act and deed of CoStar Realty Information, Inc., and delivered the same as
such.

       

      GIVEN
under my hand and seal this 2nd day of April, 2008.

       

       

      
        


              /s/ Lisa Springer    

                                    Notary
Public
My
commission expires:  January 7, 2009

       


      
        
           


        

        
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