Silicon Valley Bank
3003 Tasman Drive/HF 170
Santa Clara, CA 95054
(408) 654-1000 - Fax (408) 980-6410
This NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT (the "Agreement"), dated as of
September 27, 2000, is between Silicon Valley Bank, ("Buyer") and ART TECHNOLOGY GROUP, INC. a
Delaware corporation, ("Seller"), with its chief executive office at:
1. Definitions. In this Agreement:
1.1 "Payment" is when Buyer has received payments equal to the Total Purchased Receivables.
1.2 "Purchased Receivables" is all accounts, receivables, chattel paper, instruments, contract rights, documents,
general intangibles, letters of credit, drafts, bankers acceptances other rights to payment and all proceeds arising
from the invoices and other agreements on the Schedule.
1.3 "Related Property" is all returned or rejected goods connected with the Purchased Receivables or books and
records about the Purchased Receivables or returned or rejected goods; or proceeds from voluntary or
involuntary dispositions, including insurance proceeds.
1.3 "Schedule" is the attached schedule showing the: Purchase Date, Due Date, Total Purchased Receivables,
Discount Rate, Purchase Price and Administrative Fee amount.
2. Purchase and Sale of Receivables.
2.1 Sale and Purchase. On the Purchase Date, Seller sells and Buyer buys Seller's right, title, and interest (but
none of Sellers obligations) to payment from any person liable on a Purchased Receivable, ("Account Debtors").
Each purchase and sale is at Buyer's and Seller's discretion. Buyer will not (i) pay Seller an aggregate outstanding
amount exceeding Ten Million Dollars ($10,000,000.00) or (ii) buy any Purchased Receivable after September
27, 2001 (the "Maturity Date"). Each purchase and sale will be on an assignment form acceptable to Buyer.
2.2 Payment of Purchase Price and Late Payment.
(a) Payment of Purchase Price. For each Purchased Receivable, Buyer will pay Seller, on the Purchase Date, the
Purchase Price, less the Administ