LoopNet, Inc. Watch

from 425 9 pages First Amendment Dated as of April 25, 2012 (This “Amendment”) to the Credit Agreement Dated as of February 16, 2012 (The “Credit Agreement”), Among Costar Group, Inc. (The “Borrower”), Costar Realty Information, Inc. (The “Co-Borrower”), the Lenders From Time to Time Party Thereto and Jpmorgan Chase Bank, N.A., as Administrative Agent (In Such Capacity, the “Administrative Agent”). Whereas the Borrower Has Requested That the Lenders Agree to Amend Certain Provisions of the Credit Agreement and Each of the Lenders Is Willing to Effect Such Amendment on the Terms and Subject to the Conditions Set Forth Herein. Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Assigned to Such Terms in the Credit Agreement. Section 2. Amendment to the Credit Agreement. Section 1.01 of the Credit Agreement Is Hereby Amended by Replacing the Reference to “April 30, 2012” in the Definition of “Commitment Termination Time” With a Reference to “May 31, 2012”

from 425 187 pages Credit Agreement Dated as of February 16, 2012, Among Costar Group, Inc., as Borrower, Costar Realty Information, Inc., as Co-Borrower, the Lenders From Time to Time Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent J.P. Morgan Securities LLC, as Sole Lead Arranger and Sole Bookrunner Suntrust Bank, Wells Fargo Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Co-Syndication Agents Silicon Valley Bank and PNC Bank, National Association, as Co-Documentation Agents [CS&M C/M 6701-876]