EXHIBIT 10.27
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THIRD AMENDMENT TO STANDARD OFFICE LEASE
This Third Amendment to Standard Office Lease (this "Amendment") is
made as of the 31st day of December, 2003, by and between PACIFIC RESOURCES PCX
DEVELOPMENT INC., a California corporation ("Landlord"), and SALON MEDIA GROUP,
INC., a Delaware corporation ("Tenant").
RECITALS
A. Landlord and Tenant, then known as Xxxxx.xxx, a Delaware
corporation, entered into that certain Standard Office Lease dated as of July 9,
1999 (as amended by the First Amendment and the Second Amendment, collectively,
the "Lease") for certain premises (collectively the "Original Premises")
consisting of the Fifteenth (15th) and Sixteenth (16th) Floors of the building
located at 00 Xxxxxx Xxxxxx, in the City and County of San Francisco, California
(the "Building"). Subsequently, Landlord and Tenant entered into a First
Amendment to Standard Office Lease dated as of July 31, 2002 (the "First
Amendment") and a Second Amendment to Standard Office Lease Dated as of June 27,
2003 (the "Second Amendment"), whereby, among other things, Tenant surrendered
to Landlord certain portions of the Original Premises, leasing only the 16th
Floor of the Building (the "Substituted Premises").
B. Pursuant to the terms of the Lease as set forth in the Second
Amendment, by letter dated October 29, 2003, Landlord has elected to relocate
Tenant, as of March 31, 2004, from the Substituted Premises to new premises
located on the Eleventh Floor of the Building comprising approximately 10,528
rentable square feet.
C. Tenant has also failed to pay Landlord all sums due and owing
under the Lease as Deferred Rent due as of October 1, 2003, November 1, 2003 and
December 1, 2003, all as set forth in the Second Amendment, there remaining due
and outstanding as of the date of this Amendment the sum of Forty One Thousand
Sixty Five and No/100 Dollars ($41, 065.00).
D. Landlord and Tenant desire to amend the Lease, among other
things, to provide for the relocation of the Substituted Premises and for the
restructuring of the payment of the Deferred Rent, upon the terms and conditions
set forth below.
NOW, THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows:
1. Definitions. The terms used herein and not otherwise defined
shall have the meaning for such terms as set forth in the Lease. As used herein,
the term "Effective Date" shall mean the earlier of (i) either (A) March 31,
2004 or (B), if later, the date thirty (30) days after Macy's West, Inc. vacates
the Relocation Premises (as that term as hereinafter defined), or (ii) the date
that Tenant relocates to the Relocation Premises and surrenders to Landlord all
of its interest in the Substituted Premises and the Server Room, which date
shall not be earlier than February 1, 2004, subject to vacation of the
Relocation Premises by Macy's West, Inc. prior thereto.
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2. Relocation of Premises. Effective as of the Effective Date,
instead of the Substituted Premises let under the Lease, Tenant shall lease all
of those certain premises, constituting a portion of the Eleventh Floor of the
Building, comprising 10,528 rentable square feet, as more particularly shown on
Exhibit 1 attached to this Amendment and made a part hereof by this reference
(the "Relocation Premises"). All terms, covenants and conditions of the Lease
shall cover the lease of the Relocation Premises, except as otherwise expressly
set forth herein. Tenant shall surrender to Landlord all of its interest in the
15th and 16th Floors of the Building and the improvements therein, and shall
vacate therefrom on or before the Effective Date. Additionally, effective as of
the Effective Date, Tenant's license to use the Server Room is revoked and
Tenant shall relocate its equipment in the Server Room to the Relocation
Premises, at its sole expense prior to the Effective Date. Notwithstanding any
contrary expression in the Second Amendment, Landlord shall not be responsible
for making any improvements to the Relocation Premises and Tenant agrees to
accept the Relocation Premises in their existing condition, "as-is," on the date
hereof. From and after the Effective Date, wherever in the Lease, as amended
hereby, the term "Premises" is used, it shall mean and refer to the Relocation
Premises.
4. Amendment of Tenant's Share. Commencing on the Effective Date and
continuing throughout the remainder of the Term of the Lease, Tenant's
Percentage Share of Operating Expenses and of Property Taxes shall be 5.471%
(the numerator of which is the net rentable area of the Relocation Premises
(10,528 sq. ft.) and the denominator of which is the net rentable office area of
the Building (192,422 sq. ft.)).
5. Basic Lease Information. To reflect the leasing of the Relocation
Premises and the accompanying amendments to the Lease, as of the Effective Date,
the Basic Lease Information of the Lease shall be amended by deleting the
definitions of PREMISES, NET RENTABLE AREA OF PREMISES, and TENANT'S PERCENTAGE
SHARE OF OPERATING EXPENSES AND OF PROPERTY TAXES contained therein and
substituting the following in their place:
PREMISES: Floor: 11th Suite: 1100
NET RENTABLE AREA OF PREMISES Ten Thousand Five Hundred Twenty Eight
(10,528) square feet
TENANT'S PERCENTAGE SHARE OF 5.471%; such share is a fraction, the numerator
OPERATING EXPENSES AND OF of which is the net rentable area of the
PROPERTY TAXES: Premises (10,528 sq. ft.) and the denominator
of which is the net rentable office area of the
Building (192,422 sq. ft.).
6. Payment of Deferred Rent. In consideration for (i) Tenant's
payment to Landlord upon the mutual execution and delivery of this Amendment of
Twenty One Thousand Sixty Five and No/100 Dollars ($21,065.00) (the "Current
Payment"), in cash or equivalent, to be applied to the Deferred Rent currently
due and owing, and (ii) Tenant's relocation from the Substituted Premises to the
Relocation Premises in its "as-is" condition, and upon the condition that Tenant
relocate from the Substituted Premises to the Relocation Premises and surrender
to Landlord all of Tenant's rights in the Substituted Premises and the Server
Room on or before the Effective
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Date, Landlord agrees to waive and release Tenant from any and all obligation to
pay Landlord all sums of Deferred Rent which are past due and owing to Landlord
(along with any and all rights to interest and late charges applicable thereto),
other than the Current Payment, and all sums of Deferred Rent to come due on and
after January 1, 2004. If Tenant shall fail to relocate from the Substituted
Premises to the Relocation Premises and surrender to Landlord all of Tenant's
rights in the Substituted Premises and the Server Room on or before the
Effective Date, Tenant shall be liable to pay all Deferred Rent due under the
Lease and the foregoing waiver and release by Landlord shall be of no force or
effect.
7. Entire Agreement. This Amendment and the Lease contain all of the
covenants, conditions and agreements between the parties concerning the Premises
(including the Original Premises, the Substituted Premises and the Relocation
Premises), and shall supersede all prior correspondence, agreements and
understandings concerning the Premises, both oral and written.
8. Authority. Each person executing this Amendment on behalf of a
party hereto represents and warrants that he or she is authorized and empowered
to do so and to thereby bind the party on whose behalf he or she is authorized
and empowered to do so and to thereby bind the party on whose behalf he or she
is signing.
9. Effect of Amendment. Except as specifically amended hereby, all
of the terms and conditions of the Lease shall be and remain in full force and
effect.
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10. Incorporation of Recitals. The Recitals and Sections 1 through
6, inclusive, set forth in, and Exhibit 1 attached to, this Amendment are hereby
incorporated into the Lease by this reference.
IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of the date and year hereinabove first written.
Landlord: PACIFIC RESOURCES PCX
DEVELOPMENT, INC., a California corporation
By: /s/ Xxxxx Xx
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Name: Xxxxx Xx
Its: Vice President
Tenant: SALON MEDIA GROUP, INC.,
a Delaware corporation
By: /s/ Xxxxxxxxx Xxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxx
Its: President and Chief Financial Officer
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EXHIBIT 1
[Floor Plan for Relocation Premises]
