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Exhibit 10.8
THIRD AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT
This Third
Amendment to Non-Recourse Receivables Purchase Agreement (this
"Amendment") is entered into as of December
31, 2004, 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, doing business
under the name "Silicon Valley East"
("Buyer") and ASPEN TECHNOLOGY, INC., a
Delaware corporation with offices at Ten
Canal Park, Cambridge, Massachusetts 02141
("Seller").
1. DESCRIPTION OF EXISTING
AGREEMENT. Reference is made to a certain
Non-Recourse
Receivables Purchase Agreement by and between Buyer and Seller
dated as of
December 31, 2003, as amended by a certain First Amendment to
Non-Recourse
Receivables Purchase Agreement dated June 30, 3004, as further
amended by a
certain Second Amendment to Non-Recourse Receivables Purchase
Agreement dated
September 30, 2004 (as further amended from time to time,
the "Purchase
Agreement"). Capitalized terms used but not otherwise defined
herein shall
have the same meaning as in the Purchase Agreement.
2. DESCRIPTION OF CHANGE IN
TERMS.
MODIFICATION TO
PURCHASE AGREEMENT. The Purchase Agreement shall be amended
by deleting
Section 2.1 thereof and inserting in lieu thereof the following
Section 2.1:
"2.1 SALE AND
PURCHASE. Subject to the terms and conditions of this
Agreement, with respect to each Purchase, effective on each
applicable
Purchase Date, Seller agrees to sell to Buyer and Buyer agrees to
buy
from Seller all right, title, and interest (but none of the
obligations with respect to) of t
