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Exhibit 10.11
FIFTH AMENDMENT TO OFFICE LEASE
THIS FIFTH AMENDMENT TO OFFICE LEASE (this "FIFTH AMENDMENT") is
made
and entered into as of March 31, 2003, by
and between 100 PINE STREET, L.P., a
Delaware limited partnership ("LANDLORD"),
and ART TECHNOLOGY GROUP, INC., a
Delaware corporation ("TENANT").
RECITALS
A.
Landlord, as successor-in-interest to Pine Street Investors I,
L.L.C., a Delaware limited liability
company, and Tenant have entered into that
certain Office Lease dated as of October 6,
1999 (the "ORIGINAL LEASE"), as
amended by that certain First Amendment to
Lease (the "FIRST AMENDMENT") dated
as of December 30, 1999, that certain
Second Amendment to Office Lease (the
"SECOND AMENDMENT") dated as of August 28,
2000, that certain Third Amendment to
Office Lease (the "THIRD AMENDMENT") dated
as of December 22, 2000, and that
certain Fourth Amendment to Office Lease
(the "FOURTH AMENDMENT") dated as of
July 15, 2001 (as so amended, the "LEASE").
Unless otherwise defined herein,
capitalized terms used in this Fifth
Amendment shall have the meanings given to
such terms in the Lease.
B.
Pursuant to the Original Lease, Landlord leased to Tenant the
entire 21st floor of that certain office
building located at 100 Pine Street,
San Francisco, California (the
"BUILDING").
C.
Pursuant to the Second Amendment, Landlord agreed to lease
Tenant approximately 9,947 rentable square
feet on the 20th floor of the
Building and the entire 25th floor of the
Building (as more particularly
described in the Second Amendment, the
"25TH FLOOR SPACE").
D.
Pursuant to the Third Amendment, Landlord agreed to lease
Tenant an additional approximately 3,263
rentable square feet on the 20th floor
of the Building (all of Tenant's leased
space on the 20th Floor, collectively,
the "20TH FLOOR SPACE"; the 25th Floor
Space and the 20th Floor Space,
collectively, the "EXPANSION SPACE").
E.
Pursuant to the Fourth Amendment, provision was made, in
addition to certain other modifications,
for a conditional termination of the
25th Floor Space, however, the
pre-conditions to such termination were never
satisfied.
F.
Tenant now desires to terminate its rights and obligations
under the Lease with respect to the
Expansion Space. Landlord has agreed to such
termination upon the satisfaction of the
terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1.
EFFECTIVENESS; CONDITIONS PRECEDENT. Upon execution by each of
Landlord and Tenant the agreement to amend
contained in this Fifth Amendment
shall be fully binding on Landlord and
Tenant as of the date hereof.
Notwithstanding the foregoing, the specific
amendments contained in Section 2
though Section 7 and the mutual releases
set forth in Section 11 shall not take
effect until the first day of the first
calendar month immediately
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following satisfaction, to Landlord's
reasonable satisfaction, of each of the
conditions listed below (the "EFFECTIVE
DATE"):
(a) Tenant
shall have paid to Landlord as compensation
for the Landlord's agreement to accept and
early termination of the Lease with
respect to the Expansion Space and to
consent to the lease modifications
contained herein, immediately available
funds in an amount equal to $6,750,000;
(b) Tenant
shall have paid to Landlord as reimbursement
to Landlord of its costs, expenses and
legal fees incurred in negotiating and
documenting this Fifth Amendment,
immediately available funds in an amount not
to exceed $15,000;
(c) Tenant
shall have surrendered possession of the
Expansion Space in broom clean condition;
and
(d) Not later
than April 15, 2003, Tenant and Landlord
shall have executed, and Landlord's lender
shall have consented to, this Fifth
Amendment.
Landlord and Tenant acknowledge and agree
that in the event all of the
conditions set forth above have not been
satisfied on or before April 15, 2003,
this Fifth Amendment shall automatically be
deemed terminated and shall be null
and void and of no further force or effect,
whereupon the parties shall be
released from all obligations hereunder,
except for the brokerage indemnity set
forth in Section 8 below which shall
expressly survive such termination.
2.
TERMINATION OF EXPANSION SPACE. Upon the satisfaction of the
conditions set forth in Section 1 above,
Tenant shall have no further rights,
including without limitation, the right to
use and occupancy, or obligations,
including without limitation, the
obligation to pay Rent under the Lease with
respect to the Expansion Space, except (a)
pursuant to any provisions of the
Lease which expressly survive the
expiration or termination of the Lease or (b)
with respect to additional Rent (as set out
in Section 4 of the Lease) with
respect to the Expansion Space which
accrues prior to the Effective Date, but
which is, in the ordinary course, to be
billed to Tenant after the Effective
Date (which additional Rent Tenant shall
pay to Landlord when due in accordance
with the Lease).
3.
REDUCTION OF BASE RENT. Commencing on the Effective Date but
retroactive to the date this Fifth
Amendment was last signed (as reflected by
the dates on the signature page hereto),
and for the remainder of the Lease term
thereafter (as such Lease term has been
extended by this Fifth Amendment), the
Base Rent for the Premises remaining
encumbered by the Lease (i.e. the 21st
Floor) shall be reduced to $35 per rentable
square foot per year. The Premises,
following the Effective Date, shal
