0001047469-07-004003 Sample Contracts

NINTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
Non-Recourse Receivables Purchase Agreement • May 10th, 2007 • Aspen Technology Inc /De/ • Services-computer programming services

This Ninth Amendment to Non-Recourse Receivables Purchase Agreement (this "Amendment") is entered into as of January 12, 2007, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 ("Buyer") and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 ("Seller").

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TWELFTH LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • May 10th, 2007 • Aspen Technology Inc /De/ • Services-computer programming services

This Twelfth Loan Modification Agreement (this "Loan Modification Agreement") is entered into on January 12, 2007 by and between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 ("Bank") and ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 ("Borrower").

EIGHTH LOAN MODIFICATION AGREEMENT—EXIM
Loan Modification Agreement • May 10th, 2007 • Aspen Technology Inc /De/ • Services-computer programming services

This Eighth Loan Modification Agreement—Exim (this "Loan Modification Agreement') is entered into on January 12, 2007, and made effective as of September 13, 2006, by and among (i) SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 ("Bank") and (ii) ASPEN TECHNOLOGY, MC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 ("Borrower")

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