0001104659-05-022189 Sample Contracts

EXPORT-IMPORT BANK OF THE UNITED STATES WORKING CAPITAL GUARANTEE PROGRAM
Borrower Agreement • May 10th, 2005 • Aspen Technology Inc /De/ • Services-computer programming services

THIS BORROWER AGREEMENT (this “Agreement”) is made and entered into by the entities identified as Borrower on the signature page hereof (collectively, “Borrower”) in favor of the Export-Import Bank of the United States (“Ex-Im Bank”) and the institution identified as Lender on the signature page hereof (“Lender”).

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THIRD LOAN MODIFICATION AGREEMENT - EXIM
Third Loan Modification Agreement • May 10th, 2005 • Aspen Technology Inc /De/ • Services-computer programming services

This Third Loan Modification Agreement - Exim (this “Loan Modification Agreement’) is entered into as of April 1, 2005, 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, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 and ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (jointly and severally, individually and collectively, “Borrower”)

FIFTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
Non-Recourse Receivables Purchase Agreement • May 10th, 2005 • Aspen Technology Inc /De/ • Services-computer programming services

This Fifth Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of April 1, 2005, 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”).

FOURTH LOAN MODIFICATION AGREEMENT
Fourth Loan Modification Agreement • May 10th, 2005 • Aspen Technology Inc /De/ • Services-computer programming services

This Fourth Loan Modification Agreement (this “Loan Modification Agreement’) is entered into as of April 1, 2005, 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, INC., a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 and ASPENTECH, INC., a Texas corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 (jointly and severally, individually and collectively, “Borrower”)

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