EXHIBIT 10.25
FIFTH AMENDMENT
THIS FIFTH AMENDMENT (the "Amendment") is made and entered into as of
the 16th day of February, 2001, by and between EOP-PENINSULA OFFICE PARK,
L.L.C., a Delaware limited liability company ("Landlord"), and BLUE MARTINI
SOFTWARE, INC., a Delaware corporation ("Tenant").
RECITALS
A. Landlord (as successor in interest to Peninsula Office Park Associates,
L.P., a California limited partnership) and Tenant (as successor to Blue
Martini, LLC) are parties to that certain lease dated September 1, 1998,
which lease has been previously amended by First Amendment dated May 12,
1999, Second Amendment dated August 5, 1999, Third Amendment dated January
11, 2000 and Fourth Amendment dated December 20, 2000 (collectively, the
"Lease"). Pursuant to the Lease, Landlord has leased to Tenant space
containing approximately 43,789 rentable square feet (the "Original
Premises") described as Suite No. 175 containing approximately 6,819
rentable square feet on the first floor ("Suite 175"), Suite No. 180
containing approximately 5,108 rentable square feet on the first floor
("Suite 180"), Suite No. 200 consisting of approximately 5,283 rentable
square feet ("Suite 200"), Suite No. 200 A consisting of approximately
12,153 rentable square feet ("Suite 200A"), Suite No. 280 containing
approximately 7,370 rentable square feet on the second floor ("Suite 280)"
and Suite No. 285 containing approximately 7,056 rentable square feet on
the second floor ("Suite 285") of the building commonly known as Peninsula
Office Park 6 located at 0000 Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx (the
"Building").
B. Tenant and Landlord mutually desire that the Lease be amended on and
subject to the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:
I. Amendment. Effective as of the date hereof (unless different effective
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date(s) is/are specifically referenced in this Section), Landlord and
Tenant agree that the Lease shall be amended in accordance with the
following terms and conditions:
A. Notwithstanding anything to the contrary contained in the Lease,
Landlord and Tenant agree that Section VII.C of the Fourth Amendment
shall be deleted in its entirety and substituted with the following:
"C. Provided Tenant is not in default under this Lease, Tenant shall
have the right to borrow up to $127,448.00 for the 31,862
rentable square feet of the Building that consists of Suite Nos.
200, 200A, 280 and 285 on the 2/nd/ floor of the Building (the
"Allowance") from Landlord in order to finance the cost of the
interior sprinkler work (the "Sprinkler Work"). Any Allowance
borrowed by Tenant hereunder shall be repaid to Landlord as
Additional Rent in equal monthly installments at an interest rate
equal to 12% per annum over a period of 60 months. If Tenant is
in default under
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the Lease after the expiration of applicable cure periods, the
entire unpaid balance of the Allowance borrowed by Tenant shall
become immediately due and payable and, except to the extent
required by applicable law, shall not be subject to mitigation or
reduction in connection with a reletting of the Premises by
Landlord."
II. Miscellaneous.
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A. This Amendment sets forth the entire agreement between the parties
with respect to the matters set forth herein. There have been no
additional oral or written representations or agreements. Under no
circumstances shall Tenant be entitled to any Rent abatement,
improvement allowance, leasehold improvements, or other work to the
Premises, or any similar economic incentives that may have been
provided Tenant in connection with entering into the Lease, unless
specifically set forth in this Amendment.
B. Except as herein modified or amended, the provisions, conditions and
terms of the Lease shall remain unchanged and in full force and
effect.
C. In the case of any inconsistency between the provisions of the Lease
and this Amendment, the provisions of this Amendment shall govern and
control.
D. Submission of this Amendment by Landlord is not an offer to enter into
this Amendment but rather is a solicitation for such an offer by
Tenant. Landlord shall not be bound by this Amendment until Landlord
has executed and delivered the same to Tenant.
E. The capitalized terms used in this Amendment shall have the same
definitions as set forth in the Lease to the extent that such
capitalized terms are defined therein and not redefined in this
Amendment.
F. Tenant hereby represents to Landlord that Tenant has dealt with no
broker in connection with this Amendment. Tenant agrees to indemnify
and hold Landlord, its members, principals, beneficiaries, partners,
officers, directors, employees, mortgagee(s) and agents, and the
respective principals and members of any such agents (collectively,
the "Landlord Related Parties") harmless from all claims of any
brokers claiming to have represented Tenant in connection with this
Amendment. Landlord hereby represents to Tenant that Landlord has
dealt with no broker in connection with this Amendment. Landlord
agrees to indemnify and hold Tenant, its members, principals,
beneficiaries, partners, officers, directors, employees, and agents,
and the respective principals and members of any such agents
(collectively, the "Tenant Related Parties") harmless from all claims
of any brokers claiming to have represented Landlord in connection
with this Amendment.
G. Each signatory of this Amendment represents hereby that he or she has
the authority to execute and deliver the same on behalf of the party
hereto for which such signatory is acting.
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[SIGNATURES ARE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.
LANDLORD:
EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware
limited liability company
By: EOP Operating Limited Partnership, a Delaware
limited partnership, its sole member
By: Equity Office Properties Trust, a Maryland
real estate investment trust, its general
partner
By: __________________________
Name: __________________________
Title: __________________________
TENANT:
BLUE MARTINI SOFTWARE, INC., a Delaware
corporation
By: ________________________________
Name: ______________________________
Title: _____________________________
By: ________________________________
Name: ______________________________
Title: _____________________________
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