0000950144-05-006574 Sample Contracts

TERM NOTE
Term Note • June 17th, 2005 • Ultimate Software Group Inc • Services-prepackaged software

This Note is the “Term Note” described in that certain Seventh Loan Modification Agreement of even date herewith by and between the Borrower and the Bank, which Seventh Loan Modification Agreement amends the Loan Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan Advances evidenced hereby are made. This Note is secured as provided in the Loan Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Loan Agreement.

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SEVENTH LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • June 17th, 2005 • Ultimate Software Group Inc • Services-prepackaged software

THIS SEVENTH LOAN MODIFICATION AGREEMENT (this “Agreement”) is entered into as of June 13, 2005, but is effective as of May 27, 2005 by and between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and having a loan production office at 3353 Peachtree Road, NE, North Tower, Suite M-10, Atlanta, Georgia 30326, and THE ULTIMATE SOFTWARE GROUP, INC., a corporation organized and in good standing in the State of Delaware (“Borrower”), whose address is 2000 Ultimate Way, Weston, Florida 33326.

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