0001047469-09-006592 Sample Contracts

WAIVER AND CONSENT AGREEMENT
Waiver and Consent Agreement • June 30th, 2009 • Aspen Technology Inc /De/ • Services-computer programming services • Massachusetts

This WAIVER AND CONSENT AGREEMENT (this “Waiver”), dated as of March 31, 2009, is entered into by and among (i) ASPEN TECHNOLOGY, INC., a Delaware corporation with offices at 200 Wheeler Road, Burlington, Massachusetts 01803 (“Aspen”), (ii) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with an address at 500 West Monroe Street, Chicago, IL 60661 (“GE Capital”), and (iii) each of the undersigned affiliates of GE Capital that are party to the Agreement (as defined below) pursuant to Riders thereto (each an “Affiliate” and collectively the “Affiliates”).

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NINETEENTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
Non-Recourse Receivables Purchase Agreement • June 30th, 2009 • Aspen Technology Inc /De/ • Services-computer programming services

This Nineteenth Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of May , 2009, by and between SILICON VALLEY BANK, a California corporation, 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 200 Wheeler Road, Burlington, Massachusetts 01803 (“Seller”).

TWENTY-SIXTH LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • June 30th, 2009 • Aspen Technology Inc /De/ • Services-computer programming services

This Twenty-sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into on the Twenty-sixth Loan Modification Effective Date, 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 200 Wheeler Road, Burlington, Massachusetts 01803 for itself and as successor by merger with ASPENTECH, INC., a Texas corporation with offices at 200 Wheeler Road, Burlington, Massachusetts 01803 (“Borrower”).

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