Form Lease Amendment - Revised 9/19/96 [Lease Amendment]









Exhibit

10.51




 




THIRD

AMENDMENT TO LEASE




 




THIS THIRD

AMENDMENT TO LEASE (this “Amendment”) is dated February 6, 2002 (for

reference purposes only) by and between SQUARE

24 ASSOCIATES, a District of Columbia limited partnership (d.b.a.

SQUARE 24 ASSOCIATES, L.P.) (“Landlord”), and ZAMBA CORPORATION, a Delaware corporation (“Tenant”).




 




RECITALS




 




A.            Landlord and The Quicksilver Group

(“Quicksilver”) entered into that certain Office Lease dated as of

September 14, 1998 (the “Initial Lease”), in which Landlord leased to

Quicksilver and Quicksilver leased from Landlord approximately 4,905 rentable

square feet within that certain building, commonly known as “Hacienda West”,

3875 Hopyard Road, Pleasanton, California (the “Original Premises”).




 




B.            Quicksilver and Racotek, Inc., a

Delaware corporation (“Racotek”), entered into that certain Agreement

and Plan of Merger and Reorganization dated as of July 6, 1998 (the “Assignment”)

in which Quicksilver was merged into Racotek, and Racotek assumed all of

Quicksilver’s interest under the Initial Lease.  Racotek subsequently changed its name to Zamba Corporation, a

Delaware corporation.




 




C.            Pursuant to that certain First

Amendment to Lease dated as of October 15, 1998 (the “First Amendment”),

Landlord consented to the Assignment.




 




D.            Pursuant to that certain Second

Amendment to Lease dated as of December 21, 2000, by and between Landlord and

Tenant (the “Second Amendment”), the parties amended the Initial Lease

to add additional space (the “Expansion Space”) to the Original Premises

and to extend the term of the Initial Lease to November 30, 2003. The Original

Premises, together with the Expansion Space, is collectively referred to herein

as the “Premises”.  The Initial

Lease, as amended by the First Amendment and the Second Amendment, is referred

to herein as the “Original Lease”.




 




E.             Landlord and Tenant desire to

further amend the Lease to offer Tenant the right to defer the monthly

installments of Base Rent due for the calendar months of December 2001 and

January 2002, to be repaid as Additional Rent on May 1, 2002, and to make

certain other amendments to the Original Lease on the basis of, and subject to,

the terms, covenants and conditions hereinafter set forth. The Original Lease,

as amended by this Amendment, is sometimes referred to herein as the “Lease”.




 




NOW, THEREFORE, in

consideration of the agreements of Landlord and Tenant herein contained and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, Landlord and Tenant hereby agree as follows:




 




1.             Use of Defined Terms; Effective

Date.




 




1.1           Definitions. Unless the

context clearly requires otherwise, all capitalized terms used herein shall

have the defined meanings ascribed to them in the Original Lease.  The provisions of the Recitals above are

fully incorporated herein by this reference.




 




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1.2           Effective Date. Unless

otherwise specifically provided herein, all provisions of this Amendment shall

be effective as of the execution date set forth next to the Landlord’s

signature below.




 




2.             Amendments to Lease.  The Original Lease is hereby amended as

follows:




 




2.1           Rent Deferral.  Tenant is hereby entitled to defer payment

of the monthly Base Rent otherwise accrued and due for the months of December

2001 and January 2002 (the “Rent Deferral”).




 




2.2           Repayment of Rent Deferral.

Subject to the provisions of Section 2.3 below, on May 1, 2002 (the “Repayment

Date”), in addition to the monthly Base Rent and other Rent payable by

Tenant under the Lease, Tenant shall pay to Landlord, as Additional Rent, the

total amount of the Rent Deferral.




 




2.3           Repayment upon Assignment or

Default. Landlord and Tenant acknowledge that Landlord’s agreement to

permit the Rent Deferral as provided in this Amendment is expressly conditioned

on Tenant’s agreement to fully and faithfully perform all of the terms,

covenants, conditions and agreements to be performed and observed by Tenant

under the Lease, as and when due during the remainder of the Term.  Further, the permitted Rent Deferral

hereunder is personal to Zamba Corporation. 

Accordingly, if Tenant assigns all or any portion of its interest in the

Lease or defaults on any of its obligations under the Lease beyond any

applicable cure period, then Tenant’s right to the Rent Deferral shall

immediately cease and the total amount of the Rent Deferral shall be

immediately due and payable as Additional Rent. Tenant’s obligation to repay

the full amount of the Rent Deferral as provided in this Section shall survive the

termination of the Lease.




 




2.4           Survival.  Section 26(U) of the Original Lease is

hereby deleted and replaced in its entirety with the following:




 




“U.          Survival. The waivers of

claims or rights, the releases and the obligations of Tenant under this Lease

to indemnify, protect, defend and hold harmless Landlord and other indemnitees

shall survive the expiration or earlier termination of this Lease, and so shall

all other obligations or agreements of Landlord or Tenant hereunder which by

their terms survive expiration or earlier termination of this Lease.”




 




 




3.             Confidentiality.  Tenant agrees to keep the terms and

conditions of this Amendment (“Confidential Information”) in the

strictest confidence, and shall not disclose any Confidential Information to

any third parties except as expressly permitted herein, and will take all

measures necessary to safeguard such information in order to preserve its

confidentiality. Without limiting the generality of the foregoing, Tenant may

not disclose Confidential Information to any third parties, other than as may

be necessary to its directors, officers, employees, agents and contractors (“Tenant’s

Agents”), or as may be required by law, provided that Tenant agrees to use

diligent efforts to prevent Tenant’s Agents from making any unauthorized

disclosure of the Confidential Information. 

The terms, covenants and conditions contained in this Section 3 shall

survive the expiration or earlier termination of the Lease.




 




4.             Tenant’s Certification.  Tenant hereby certifies to Landlord that, as

of the execution and delivery of this Amendment by Tenant to Landlord, there

are no existing defenses against the enforcement of any of the obligations of

Tenant under the Lease, and Landlord is not in default under the Lease by

reason of its failure to perform any obligations thereunder, and there is no

circumstance, event, condition or state of facts which, by the passage of time

or the giving of notice, or both, could entitle Tenant to any such defenses or

constitute or result in such a default




 




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5.             Real Estate Brokers.  Tenant represents and warrants that Tenant

has not had any dealings with any broker in connection with the negotiation or

execution of this Amendment, and Tenant agrees to indemnify Landlord and hold

Landlord harmless from any and all costs (including attorneys’ fees), expenses

or liability for commissions or other compensation claimed by any other broker

or agent claiming to have had dealings with Tenant in connection with this

Amendment.




 




6.             Reimbursement of Landlord’s

Expenses.  Tenant shall reimburse

Landlord for the reasonable attorneys’ fees and costs incurred by Landlord in

connection with preparation of this Amendment, within ten (10) days following

Tenant’s receipt of an invoice therefor.




 




7.             Miscellaneous.




 




7.1           Except as modified by this Amendment,

all of the terms, conditions and provisions of the Original Lease shall remain

in full force and effect and are hereby ratified and confirmed.




 




7.2           To the extent the terms of the

Original Lease and this Amendment are inconsistent, the terms of this Amendment

shall control.




 




7.3           The submission of this Amendment to

Tenant for examination or execution does not create an option or constitute an

offer to Tenant to amend the Original Lease on the terms and conditions

contained herein, and this Amendment shall not become effective as an Amendment

to the Original Lease unless and until it has been executed and delivered by

both Landlord and Tenant.  By executing

and delivering this Amendment, the person or persons signing on behalf of

Tenant represent and warrant that Tenant is a corporation duly organized and

existing under the laws of the State of California and that they have the

requisite authority to bind Tenant.




 




7.4           This Amendment contains the entire

agreement of Landlord and Tenant with respect to the subject matter

hereof.  It is understood that there are

no oral agreements between Landlord and Tenant affecting the Original Lease as

hereby amended, and this Amendment supersedes and cancels any and all previous

negotiations, representations, agreements and understandings, if any, between

Landlord and Tenant and their respective agents with respect to the subject

matter thereof, and none shall be used to interpret or construe the Original

Lease as amended hereby.  Tenant

acknowledges that all prior communications from Landlord or its agents are not

and were not, and shall not be construed to be, representations or warranties

of Landlord or its agents as to the matters communicated, and have not and will

not be relied upon by Tenant.




 




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IN WITNESS

WHEREOF, the parties have caused this Third Amendment to Lease to be executed

as of the day and year set forth under their respective signatures below.




 




	

  LANDLORD:


  	 

	

   


  	 

	

  SQUARE

  24 ASSOCIATES,


  a District of Columbia limited partnership 


  (d.b.a. Square 24 Associates, L.P.)


  	 

	

   


  	 

	

  By:


  	

  Carr Real Estate

  Services, L.L.C., a Delaware limited liability company


  	 

	

  Its:


  	

  General Partner


  	 

	

   


  	

  By:


  	

  Carr Real Estate Services

  Partnership, a Delaware partnership


  	 

	

   


  	

  Its:


  	

  Sole Member


  	 

	

   


  	

   


  	

  By:


  	

  Carr Realty, L.P., a

  Delaware limited partnership


  
	

   


  	

   


  	

  Its:


  	

  Managing Partner


  
	

   


  	

   


  	

  By:


  	

  CarrAmerica Realty

  Corporation, a Maryland corporation


  	 

	

   


  	

   


  	

  Its:


  	

  General Partner


  	 

	

   


  	

   


  	

   


  	

   


  	 

	

   


  	

   


  	

  By:


  	

  /s/ Philip L. Hawkins


  	 

	

   


  	

   


  	

   


  	

  Philip L. Hawkins


  	 

	

   


  	

   


  	

  Its:


  	

  Chief Operating Officer


  	 

								





 




 




	

  TENANT:


  
	

   


  
	

  ZAMBA

  CORPORATION, a 


  Delaware corporation


  
	

   


  
	

  By: /s/ Michael H.

  Carrel


  
	

   


  
	

  Name: Michael H. Carrel


  
	

   


  
	

  Title: CFO


  





 




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