0001104659-08-000779 Sample Contracts

SEVENTEENTH LOAN MODIFICATION AGREEMENT
Seventeenth Loan Modification Agreement • January 7th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services

This Seventeenth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into on December , 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 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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Guggenheim Corporate Funding, LLC
Aspen Technology Inc /De/ • January 7th, 2008 • Services-computer programming services • New York

Re: Release Letter - Relating to Loan Agreement among Aspen Technology Receivables II LLC (the “Borrower”), Aspen Technology, Inc., as Servicer, and Guggenheim Corporate Funding, LLC, as Agent (the “Agent”) for each of the Secured Parties(1) dated as of June 15, 2005, (the “Loan Agreement”).

FOURTEENTH AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
Non-Recourse Receivables Purchase Agreement • January 7th, 2008 • Aspen Technology Inc /De/ • Services-computer programming services

This Fourteenth Amendment to Non-Recourse Receivables Purchase Agreement (this “Amendment”) is entered into as of December , 2007, 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”).

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